MIDWEST INCOME TRUST, 497, 1995-10-02

MIDWEST INCOME TRUST
497, 1995-10-02

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October 2, 1995

MIDWEST INCOME TRUST
SHORT TERM GOVERNMENT INCOME FUND
INTERMEDIATE TERM GOVERNMENT INCOME FUND

SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1995

Effective immediately, Class A shares of the
Intermediate Term Government Income Fund purchased at net
asset value totaling $1 million or more, including
subsequent purchases made after the initial $1 million,
will be subject to a .50% contingent deferred sales
load if a dealer's commission was paid by the Adviser
and the shares are redeemed within twelve months from the
date of purchase. The Adviser intends to pay a commission
of .50% of the purchase amount to participating unaffiliated
dealers at the time the investor purchases Class A shares of
the Intermediate Term Government Income Fund at net asset
value in amounts totaling $1 million or more. In order to
recover commissions paid to unaffiliated dealers, the
contingent deferred sales load imposed on redemptions of
such shares is retained by the Adviser. An exchange from
other Midwest Group funds will not qualify for payment of
the dealer's commission, unless such exchange is from a
Midwest Group fund with assets as to which a dealer's
commission or similar payment has not been previously paid.
Purchases of Class A shares of the Intermediate Term
Government Income Fund made before October 1, 1995 are not
subject to the contingent deferred sales load. If a
purchase of Class A shares is subject to the contingent
deferred sales load, the investor will be so notified on the
confirmation statement for such purchase.

The contingent deferred sales load is imposed on such
Class A shares of the Intermediate Term Government Income
Fund if an investor redeems an amount which causes the
current value of the investor's account to fall below the
total dollar amount of purchase payments subject to the
deferred sales load, except that no such charge is imposed
if the shares redeemed have been acquired through the
reinvestment of dividends or capital gains distributions or
to the extent the amount redeemed is derived from increases
in the value of the account above the amount of purchase
payments subject to the deferred sales load.

Redemptions of such Class A shares of the Intermediate
Term Government Income Fund held for at least 12 months will
not be subject to the contingent deferred sales load and an
exchange of such Class A shares into another Midwest Group
fund is not treated as a redemption and will not trigger the
imposition of the contingent deferred sales load at the time
of such exchange. A fund will "tack" the period for which
such Class A shares of the Intermediate Term Government
Income Fund being exchanged were held onto the holding
period of the acquired shares for purposes of determining if
a contingent deferred sales load is applicable in the event
that the acquired shares are redeemed following the
exchange. However, the period of time that the redemption
proceeds of such Class A shares are held in a money market
fund will not count toward the holding period for
determining whether a contingent deferred sales load is
applicable. (See "Exchange Privilege" in the Prospectus.)

The contingent deferred sales load on such Class A
shares of the Intermediate Term Government Income Fund is
currently waived for any partial or complete redemption
following death or disability (as defined in the Internal
Revenue Code of 1986, as amended) of a shareholder
(including one who owns the shares with his or her spouse as
a joint tenant with rights of survivorship) from an account
in which the deceased or disabled is named. The Adviser may
require documentation prior to waiver of the charge,
including death certificates, physicians' certificates, etc.

EXPENSE INFORMATION. Shareholder Transaction Expenses
for the Intermediate Term Government Income Fund in the
section entitled "Expense Information" on page 2 of the
Prospectus have been revised as set forth below to reflect
the contingent deferred sales load for certain purchases of
Class A shares:

INTERMEDIATE TERM GOVERNMENT INCOME FUND
Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . 2% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price). None* 1%
Sales Load Imposed on Reinvested Dividends . None None
Exchange Fee . . . . . . . . . . . . . . . . None None
Redemption Fee . . . . . . . . . . . . . . .. None** None**
Check Redemption Processing Fee(per check):
First six checks per month . . . . . . .. . None None
Additional checks per month. . . . . . . . $0.25 $0.25

* Purchases at net asset value of amounts totaling $1
million or more may be subject to a contingent deferred
sales load of .50% if a redemption occurred within 12
months of purchase and a commission was paid by the
Adviser to a participating unaffiliated dealer.
** A wire transfer fee is charged by the Fund's Custodian
in the case of redemptions made by wire. Such fee is
subject to change and is currently $8. See "How to
Redeem Shares."

HOW TO PURCHASE SHARES - CLASS A SHARES. The table of
sales loads for Class A shares of the Intermediate Term
Government Income Fund in the section entitled "How to
Purchase Shares - Class A Shares" on page 12 and the
paragraph immediately preceding the table have been replaced
with the following disclosure:

Class A shares of the Intermediate Term Government
Income Fund are purchased at the public offering price. The
public offering price of Class A shares applicable to
investors whose accounts are opened after January 31, 1995
is the next determined net asset value per share plus a
sales load as shown in the following table.

Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price*
- -------------------- --------- -------- ---------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 .75 .76 .65
$1,000,000 or more None** None**

Investors whose accounts were opened prior to February
1, 1995 are subject to a different table of sales loads as
follows:
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
- -------------------- -------- -------- -------
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less than $1,000,000 .75 .76 .75
$1,000,000 or more None** None**

* During the period from October 1, 1995 through December
31, 1995, the Adviser will reallow the entire amount of
the sales load to unaffiliated dealers responsible for
sales of Class A shares during such period.
** There is no front-end sales load on purchases of $1
million or more but a contingent deferred sales load of
.50% may apply with respect to Class A shares if a
commission was paid by the Adviser to a participating
unaffiliated dealer and the shares are redeemed within
twelve months from the date of purchase.

PROSPECTUS
February 1, 1995

MIDWEST INCOME TRUST
312 WALNUT STREET, 21st FLOOR
CINCINNATI, OHIO 45202-4094

SHORT TERM GOVERNMENT INCOME FUND
INTERMEDIATE TERM GOVERNMENT INCOME FUND

The Short Term Government Income Fund and the
Intermediate Term Government Income Fund (individually a
"Fund" and collectively the "Funds") are two separate series
of Midwest Income Trust.

The Short Term Government Income Fund invests in short-
term U.S. Government obligations backed by the "full faith
and credit" of the United States and seeks high current
income consistent with protection of capital.

THE SHORT TERM GOVERNMENT INCOME FUND'S PORTFOLIO
SECURITIES ARE VALUED ON AN AMORTIZED COST BASIS. FUND
SHARES ARE NEITHER INSURED NOR GUARANTEED BY THE UNITED
STATES GOVERNMENT OR ANY OTHER ENTITY. IT IS ANTICIPATED,
BUT THERE IS NO ASSURANCE, THAT THE FUND WILL MAINTAIN A
STABLE NET ASSET VALUE PER SHARE OF $1.

The Intermediate Term Government Income Fund invests in
U.S. Government obligations maturing within twenty years or
less with a dollar-weighted average portfolio maturity under
normal market conditions of between three and ten years and
seeks high current income consistent with protection of
capital. To the extent consistent with the Fund's primary
objective, capital appreciation is a secondary objective.

The Intermediate Term Government Income Fund offers two
classes of shares: Class A shares (sold subject to a maximum
2% front-end sales load and a 12b-1 fee of up to .35% of
average daily net assets) and Class C shares (sold subject
to a 1% contingent deferred sales load for a one-year period
and a 12b-1 fee of up to 1% of average daily net assets).
Each Class A and Class C share of the Fund represents
identical interests in the Fund's investment portfolio and
has the same rights, except that (i) Class C shares bear the
expenses of higher distribution fees, which will cause Class
C shares to have a higher expense ratio and to pay lower
dividends than those related to Class A shares; (ii) certain
other class specific expenses will be borne solely by the
class to which such expenses are attributable; and (iii)
each class has exclusive voting rights with respect to
matters relating to its own distribution arrangements.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

Midwest Group Financial Services, Inc. (the "Adviser")
manages the Funds' investments and their business affairs.

This Prospectus sets forth concisely the information
about the Funds that you should know before investing.
Please retain this Prospectus for future reference. A
Statement of Additional Information dated February 1, 1995
has been filed with the Securities and Exchange Commission
and is hereby incorporated by reference in its entirety. A
copy of the Statement of Additional Information can be
obtained at no charge by calling one of the numbers listed
below.
- ------------------------------------------------------------

For Information or Assistance in Opening An Account, Please
Call:

Nationwide (Toll-Free) . . . . . . . . . . . . . . . . . .800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . . . . . .513-629-2050
- ------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
EXPENSE INFORMATION
- -------------------
SHORT TERM GOVERNMENT INCOME FUND

Shareholder Transaction Expenses
- --------------------------------
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Exchange Fee None
Wire Redemption Processing Fee $8.00
Check Redemption Processing Fee (per check):
First six checks per month None
Additional checks per month $0.25

Annual Fund Operating Expenses (as a percentage of average
- ------------------------------
net assets)
Management Fees .48%
12b-1 Fees .15%(A)
Other Expenses .36%
----
Total Fund Operating Expenses .99%
====
(A) The Fund may incur 12b-1 fees in an amount up to .35% of
its average net assets. Long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales
loads permitted by the National Association of Securities
Dealers.

INTERMEDIATE TERM GOVERNMENT INCOME FUND
----------------------------------------
Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 2% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) None 1%
Sales Load Imposed on Reinvested Dividends None None
Exchange Fee None None
Wire Redemption Processing Fee $8.00 $8.00
Check Redemption Processing Fee (per check):
First six checks per month None None
Additional checks per month $0.25 $0.25

Annual Fund Operating Expenses (as a percentage of average
- ------------------------------
net assets) Class A Class C
Shares Shares
------- -------
Management Fees .48% .48%
12b-1 Fees(A) .23% .73%
Other Expenses .28% .28%
---- -----
Total Fund Operating Expenses .99% 1.49%
==== =====
(A) Class A shares may incur 12b-1 fees in an amount up to
.35% of average net assets and Class C shares may incur
12b-1 fees in an amount up to 1.00% of average net assets.
Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales loads permitted by
the National Association of Securities Dealers.

The purpose of these tables is to assist the investor
in understanding the various costs and expenses that an
investor in the Funds will bear directly or indirectly. The
percentages expressing annual fund operating expenses of the
Short Term Government Income Fund and Class A shares of the
Intermediate Term Government Income Fund are based on
amounts incurred during the most recent fiscal year. The
percentages expressing annual fund operating expenses of
Class C shares of the Intermediate Term Government Income
Fund are based on estimated amounts for the current fiscal
year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

Example
- -------
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period:
Class A Shares, Class C Shares,
Short Term Intermediate Intermediate
Government Term Govt Term Govt
Income Fund Income Fund Income Fund
----------- -------------- --------------
1 Year $ 10 $ 30 $ 25
3 Years 32 51 47
5 Years 55 74 81
10 Years 121 139 178

FINANCIAL HIGHLIGHTS

The following information, which has been audited by Arthur
Andersen LLP, is an integral part of the audited financial
statements and should be read in conjunction with the financial
statements. The financial statements as of September 30, 1994
and related auditors' report appear in the Statement of
Additional Information of the Funds, which can be obtained by
shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407, in Cincinnati call 629-
2050) or by writing to the Trust at the address on the front of
this Prospectus.
<PAGE>
<TABLE>
<CAPTION>

SHORT TERM GOVERNMENT INCOME FUND
Per Share Data for a Share Outstanding Throughout Each Year(A)

Year Ended September 30,
_______________________________________________________________________________________
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
_______________________________________________________________________________________

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income ........ 0.027 0.022 0.035 0.059 0.073 0.079 0.058 0.051 0.061 0.076
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations 0.027 0.022 0.035 0.059 0.073 0.079 0.058 0.051 0.061 0.076
------ ------ ------ ------ ------ ------ ------ ------ ------ ------

Less distributions:
Dividends from net investment income 0.027 0.022 0.035 0.059 0.073 0.079 0.058 0.051 0.061 0.076
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions............. 0.027 0.022 0.035 0.059 0.073 0.079 0.058 0.051 0.061 0.076
------ ------ ------ ------ ------ ------ ------ ------ ------ ------

Net asset value at end of year.. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Total return ................... 2.72% 2.24% 3.55% 6.06% 7.50% 8.22% 6.08% 5.22% 6.28% 7.79%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Net assets at end of year (000's) $89,708 $96,962 $91,519 $101,535 $101,835 $104,956 $110,156 $142,083$145,908$150,393
====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Ratio of expenses to average
net assets .................. 0.99% 0.99% 0.99% 0.99% 0.99% 1.01% 1.00% 1.01% 1.01% 0.97%
Ratio of net investment income
to average net assets ........ 2.69% 2.22% 3.51% 5.90% 7.25% 7.91% 5.84% 5.09% 6.09% 7.56%

<FN>
(A)All per share data has been restated to reflect the effect of a 10 for 1
share split on February 28, 1990.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

INTERMEDIATE TERM GOVERNMENT INCOME FUND
Per Share Data for a Share Outstanding Throughout Each Period

Class A
Class C _________________________________________________________________________________________________
Period
Ended Year Ended September 30,
Sept. 30,_________________________________________________________________________________________________
1994(A) 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
at beginning of period $11.27 $11.59 $11.10 $10.45 $ 9.85 $10.09 $10.12 $10.02 $10.71 $10.22 $ 9.80
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income 0.34 0.56 0.60 0.68 0.75 0.76 0.79 0.76 0.77 0.90 1.02
Net realized and
unrealized gains
(losses) on
investments........ (1.13) (1.32) 0.49 0.65 0.60 (0.24) (0.03) 0.10 (0.69) 0.49 0.42
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations............ (0.79) (0.76) 1.09 1.33 1.35 0.52 0.76 0.86 0.08 1.39 1.44
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less distributions:
Dividends from net
investment income.... 0.34 0.56 0.60 0.68 0.75 0.76 0.79 0.76 0.77 0.90 1.02
Distributions from net
realized gains....... -- 0.13 -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions..... 0.34 0.69 0.60 0.68 0.75 0.76 0.79 0.76 0.77 0.90 1.02
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value at
end of period......... $10.14 $10.14 $11.59 $11.10 $10.45 $ 9.85 $10.09 $10.12 $10.02 $10.71 $10.22
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total return(B) ........(10.38%)(E) (6.76%) 10.15% 13.27% 14.19% 5.31% 7.79% 8.77% 0.66% 14.11% 15.27%
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Net assets at
end of period (000's). $508 $64,395 $89,666 $59,290 $40,896 $37,800 $40,391 $52,405 $56,084 $52,853 $43,346
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Ratio of net expenses
to average net
assets(C) ............ 1.46%(E) 0.99% 0.99% 1.00% 1.00% 1.02% 1.03% 1.04% 1.03% 1.10% 1.14%(D)
Ratio of net investment
income to average
net assets(C) ........ 4.89%(E) 5.17% 5.31% 6.40% 7.39% 7.57% 7.83% 7.43% 7.30% 8.51% 10.01%(D)

Portfolio turnover rate. 236%(E) 236% 255% 76% 74% 92% 161% 88% 54% 33% 25%

<FN>
(A)For Class C shares, represents the period from initial public offering of
shares (February 1, 1994) through September 30, 1994.
(B)The total returns shown do not include the effect of applicable front-end
sales loads.
(C)In order to reduce the operating expenses of Class C shares, the Adviser
reimbursed the Class C shares for operating expenses during the period ended
September 30, 1994. Had there been no reimbursement of expenses, the ratio of
expenses to average net assets and the ratio of net investment income to
average net assets would have been 2.41% and 3.95%, respectively.
(D)The ratio of expenses to average net assets and the ratio of net investment
income to average net assets would have been 1.21% and 9.95%, respectively,
for the year ended September 30, 1985, assuming no waiver of fees.
(E)Annualized.
</FN>
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES
- ---------------------
The Short Term Government Income Fund and the
Intermediate Term Government Income Fund are two series of
Midwest Income Trust (the "Trust"), each with its own
portfolio and investment objective(s). Neither Fund is
intended to be a complete investment program, and there is
no assurance that the investment objectives of either Fund
can be achieved. Unless otherwise indicated, all investment
practices and limitations of the Funds are nonfundamental
policies which may be changed by the Board of Trustees
without shareholder approval.

The SHORT TERM GOVERNMENT INCOME FUND seeks high
current income, consistent with protection of capital, by
investing primarily in obligations issued or guaranteed as
to principal and interest by the United States Government,
its agencies or instrumentalities ("U.S. Government
obligations" described below) and backed by the "full faith
and credit" of the United States, maturing within thirteen
months or less with a dollar-weighted average portfolio
maturity of 90 days or less. In order to achieve its
investment objective, the Fund may also enter into
repurchase agreements collateralized by U.S. Government
obligations backed by the "full faith and credit" of the
United States. (For a discussion of the Fund's investment
practices, see "Investment Policies.")

The investment objective of the Short Term Government
Income Fund is fundamental and as such may not be changed
without the affirmative vote of a majority of the
outstanding shares of the Fund. The term "majority" of the
outstanding shares means the lesser of (1) 67% or more of
the outstanding shares of the Fund present at a meeting, if
the holders of more than 50% of the outstanding shares of
the Fund are present or represented at such meeting or (2)
more than 50% of the outstanding shares of the Fund.
Notwithstanding the foregoing, the limitation of the Short
Term Government Income Fund's permissible investments to
obligations backed by the "full faith and credit" of the
United States is a determination made by the Board of
Trustees which may be changed by the Board without
shareholder approval, but only after notification has been
given to shareholders and after this Prospectus has been
revised accordingly.

The INTERMEDIATE TERM GOVERNMENT INCOME FUND seeks high
current income, consistent with protection of capital, by
investing primarily in U.S. Government obligations maturing
within twenty years or less with a dollar-weighted average
portfolio maturity under normal market conditions of between
three and ten years. Shares of the Fund are not guaranteed
or backed by the United States Government. To the extent
consistent with the Fund's primary objective, capital
appreciation is a secondary objective. In order to achieve
its investment objectives, the Fund may also enter into
repurchase agreements collateralized by U.S. Government
obligations. (For a discussion of the Fund's investment
practices, see "Investment Policies.")

The investment objectives of the Intermediate Term
Government Income Fund may be changed by the Board of
Trustees without shareholder approval, but only after
notification has been given to shareholders and after this
Prospectus has been revised accordingly. If there is a
change in the Fund's investment objectives, shareholders
should consider whether the Fund remains an appropriate
investment in light of their then current financial position
and needs.

INVESTMENT POLICIES
- -------------------
Each Fund invests in U.S. Government obligations. The
Short Term Government Income Fund invests in short-term U.S.
Government obligations backed by the "full faith and credit"
of the United States. The Intermediate Term Government
Income Fund invests in intermediate-term U.S. Government
obligations.

"U.S. Government obligations" include securities which
are issued or guaranteed by the United States Treasury, by
various agencies of the United States Government, and by
various instrumentalities which have been established or
sponsored by the United States Government. U.S. Treasury
obligations are backed by the "full faith and credit" of the
United States Government. Other U.S. Government obligations
may or may not be backed by the "full faith and credit" of
the United States. In the case of securities not backed by
the "full faith and credit" of the United States, the
investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may
not be able to assert a claim against the United States in
the event the agency or instrumentality does not meet its
commitments.

U.S. Treasury obligations include Treasury bills,
Treasury notes, and Treasury bonds. U.S. Treasury
obligations also include the separate principal and interest
components of U.S. Treasury obligations which are traded
under the Separate Trading of Registered Interest and
Principal of Securities ("STRIPS") program. Government
agencies which issue or guarantee securities backed by the
"full faith and credit" of the United States include the
Government National Mortgage Association, the Student Loan
Marketing Association and the Small Business Administration.
Government agencies and instrumentalities which issue or
guarantee securities not backed by the "full faith and
credit" of the United States include the Federal Farm Credit
Banks, the Federal Home Loan Banks, the Federal National
Mortgage Association, the Federal Home Loan Mortgage
Corporation, the Federal Land Bank, the Bank for
Cooperatives, the Federal Intermediate Credit Bank, the
Federal Financing Bank, the Resolution Funding Corporation,
the Financing Corporation of America and the Tennessee
Valley Authority.

Each Fund may invest in securities issued or guaranteed
by any of the entities listed above or by any other agency
or instrumentality established or sponsored by the United
States Government, provided that the securities are
otherwise permissible investments of the Fund. Certain U.S.
Government obligations which have a variable rate of
interest readjusted no less frequently than annually will be
deemed to have a maturity equal to the period remaining
until the next readjustment of the interest rate.

Each Fund's yield will fluctuate due to changes in
interest rates, economic conditions, quality ratings and
other factors beyond the control of the Adviser. The net
asset value of the Intermediate Term Government Income Fund
also will fluctuate due to these changes. The value of the
portfolio securities held by the Funds usually declines when
interest rates rise and usually rises when interest rates
decline. In addition, the prepayment experience of the
mortgages underlying mortgage-related U.S. Government
securities may affect the value of, and the return on an
investment in, such securities.

Other Investment Techniques
---------------------------
The Funds may also engage in the following investment
techniques, each of which may involve certain risks:

MORTGAGE-RELATED SECURITIES. The Intermediate Term
Government Income Fund may invest in mortgage-related U.S.
Government obligations, including GNMA Certificates, FHLMC
Certificates and FNMA Certificates.

GNMA Certificates are U.S. Government obligations
guaranteed by the Government National Mortgage Association
(the GNMA) and are mortgage-backed securities representing
part ownership of a pool of mortgage loans. The pool of
mortgage loans underlying the GNMA Certificates is assembled
by the issuer, usually a private mortgage lender. The loans
in the pool, issued by lenders such as mortgage bankers,
commercial banks and savings and loan associations, are
either insured by the Federal Housing Administration or the
Farmers' Home Administration or guaranteed by the Veterans
Administration. If the pool is approved by the GNMA, GNMA
Certificates are issued and sold to investors such as the
Intermediate Term Government Income Fund. The Fund will
invest only in GNMA Certificates of the pass-through type.
This type of GNMA Certificate entitles the holder to receive
all interest and principal payments owed on the pool of
mortgage loans, net of fees paid to the issuer and the GNMA.
In addition, the timely payment of interest and principal on
this type of GNMA Certificate is guaranteed by the GNMA,
even in the event of the foreclosure of underlying mortgage
loans. The GNMA guarantee is backed by the full faith and
credit of the United States. However, shares of the Fund
are not guaranteed or backed by either the GNMA or the
United States.

FHLMC Certificates are U.S. Government obligations
guaranteed by the Federal Home Loan Mortgage Corporation
(the FHLMC). As with GNMA Certificates, FHLMC Certificates
are pass-through mortgage-backed securities representing
part ownership of a pool of mortgage loans. The FHLMC
generally purchases such mortgage loans from those lenders
insured by the Federal Deposit Insurance Corporation, or
Federal Housing Administration mortgagees approved by the
Department of Housing and Urban Development. The securities
and guarantees of the FHLMC are not backed, directly or
indirectly, by the full faith and credit of the United
States.

FNMA Certificates are U.S. Government obligations
guaranteed by the Federal National Mortgage Association (the
FNMA). The FNMA is a U.S. Government sponsored corporation
owned entirely by private stockholders. It is subject to
general regulation by the Secretary of Housing and Urban
Development. The FNMA purchases residential mortgages from
a list of approved sellers, which include state and
federally-chartered savings and loan associations, mutual
savings banks, commercial banks, credit unions and mortgage
banks. Pass-through securities issued by the FNMA are not
backed by the full faith and credit of the United States,
although the Secretary of the Treasury of the United States
has discretionary authority to lend the FNMA up to $2.25
billion outstanding at any time.

Some of the pass-through mortgage securities in which
the Intermediate Term Government Income Fund invests may be
adjustable rate mortgage securities ("ARMS"). ARMS are
collateralized by adjustable rather than fixed-rate
mortgages. The ARMS in which the Fund invests are actively
traded. Generally, adjustable rate mortgages have a
specified maturity date and amortize principal over their
life. In periods of declining interest rates there is a
reasonable likelihood that ARMS will experience increased
rates of prepayment of principal. However, the major
difference between ARMS and fixed-rate mortgage securities
is that the interest rate can and does change in accordance
with movements in a particular, pre-specified, published
interest rate index. There are two main categories of
indices: those based on U.S. Treasury obligations and those
derived from a calculated measure, such as a cost of funds
index or a moving average of mortgage rates. The amount of
interest on an adjustable rate mortgage is calculated by
adding a specified amount to the applicable index, subject
to limitations on the maximum and minimum interest that is
charged during the life of the mortgage or to maximum and
minimum changes to that interest rate during a given period.
Because the interest rate on ARMS generally moves in the
same direction as market interest rates, the market value of
ARMS tends to be more stable than that of fixed-rate
mortgage securities and ARMS tend to experience lower rates
of prepayment of principal than fixed-rate mortgage
securities. However, ARMS are also less likely than fixed-
rate mortgage securities of comparable quality and maturity
to increase significantly in value during periods of
declining interest rates.

Prepayments of and payments on foreclosures of mortgage
loans underlying a mortgage-related security are passed
through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of
reducing future payments. The mortgage loans underlying a
mortgage-related security may be prepaid at any time without
penalty. If a prepayment of a mortgage loan underlying a
particular mortgage-related security occurs, the return to
the Fund may be lower if the Fund acquired the security at a
premium over par or higher if the Fund acquired the security
at a discount from par. In addition, prepayments of
mortgage loans underlying a particular mortgage-related
security held by the Fund will reduce the market value of
the security to the extent the market value of the security
at the time of prepayment exceeds its par value. In periods
of declining mortgage interest rates, prepayments may occur
with increasing frequency because, among other reasons,
mortgagors may be able to refinance outstanding mortgages at
lower interest rates. In general, a decline in interest
rates will cause the net asset value of the Fund to increase
to the extent that prepayments do not occur, while a rise in
interest rates will cause the net asset value of the Fund to
decrease.

DELAYED SETTLEMENT TRANSACTIONS. The Intermediate Term
Government Income Fund may trade securities on a "when-
issued" or "to-be-announced" basis. Obligations issued on a
when-issued or to-be-announced basis are settled by delivery
and payment after the date of the transaction, usually
within 15 to 45 days. In a to-be-announced transaction, the
Fund has committed to purchasing or selling securities for
which all specific information is not yet known at the time
of the trade, particularly the face amount in transactions
involving mortgage-related securities. The Fund will only
make commitments to purchase obligations on a when-issued or
to-be-announced basis with the intention of actually
acquiring the obligations, but the Fund may sell these
securities before the settlement date if it is deemed
advisable as a matter of investment strategy or in order to
meet its obligations, although it would not normally expect
to do so. The Fund intends to invest less than 5% of its
net assets in securities purchased on this basis, and the
Fund will not enter into a delayed settlement transaction
which settles in more than 120 days.

REPURCHASE AGREEMENTS. Each Fund may enter into
repurchase agreements. Repurchase agreements are
transactions by which a Fund purchases a security and
simultaneously commits to resell that security to the seller
at an agreed upon time and price, thereby determining the
yield during the term of the agreement. In the event of a
bankruptcy or other default of the seller of a repurchase
agreement, a Fund could experience both delays in
liquidating the underlying security and losses. To minimize
these possibilities, each Fund intends to enter into
repurchase agreements only with its Custodian, banks having
assets in excess of $10 billion and the largest and, in the
Board of Trustees' judgment, most creditworthy primary U.S.
Government securities dealers. Each Fund may enter into
repurchase agreements collateralized by U.S. Government
obligations in which that Fund could invest directly.
Collateral for repurchase agreements is held in safekeeping
in the customer-only account of the Funds' Custodian at the
Federal Reserve Bank. At the time a Fund enters into a
repurchase agreement, the value of the collateral, including
accrued interest, will equal or exceed the value of the
repurchase agreement and, in the case of a repurchase
agreement exceeding one day, the seller agrees to maintain
sufficient collateral so that the value of the underlying
collateral, including accrued interest, will at all times
equal or exceed the value of the repurchase agreement. A
Fund will not enter into a repurchase agreement not
terminable within seven days if, as a result thereof, more
than 10% of the value of the net assets of the Fund would be
invested in such securities and other illiquid securities.

BORROWING AND PLEDGING. As a temporary measure for
extraordinary or emergency purposes, each Fund may borrow
money from banks or other persons in an amount not exceeding
10% of its total assets. Each Fund may pledge assets in
connection with borrowings but will not pledge more than 15%
of its total assets. Neither Fund will make any additional
purchases of portfolio securities if outstanding borrowings
exceed 5% of the value of its total assets. Borrowing
magnifies the potential for gain or loss on the portfolio
securities of the Funds and, therefore, if employed,
increases the possibility of fluctuation in a Fund's net
asset value. This is the speculative factor known as
leverage. To reduce the risks of borrowing, the Funds will
limit their borrowings as described above. Each Fund's
policies on borrowing and pledging are fundamental policies
which may not be changed without the affirmative vote of a
majority of its outstanding shares.

PORTFOLIO TURNOVER. The Funds do not intend to use
short-term trading as a primary means of achieving their
investment objectives. However, each Fund's rate of
portfolio turnover will depend upon market and other
conditions, and it will not be a limiting factor when
portfolio changes are deemed necessary or appropriate by the
Adviser. The portfolio turnover of the Intermediate Term
Government Income Fund may be greater than that of many
other mutual funds. High turnover involves correspondingly
greater commission expenses and transaction costs and
increases the possibility that the Funds would not qualify
as regulated investment companies under Subchapter M of the
Internal Revenue Code. A Fund will not qualify as a
regulated investment company if it derives 30% or more of
its gross income from gains (without offset for losses) from
the sale or other disposition of securities held for less
than three months. High turnover may result in a Fund
recognizing greater amounts of income and capital gains,
which would increase the amount of income and capital gains
which the Fund must distribute to its shareholders in order
to maintain its status as a regulated investment company and
to avoid the imposition of federal income or excise taxes
(see "Taxes").

HOW TO PURCHASE SHARES
- ----------------------
Short Term Government Income Fund
---------------------------------

Your initial investment in the Short Term Government
Income Fund ordinarily must be at least $1,000 ($250 for
tax-deferred retirement plans). Shares of the Fund are sold
on a continuous basis at the net asset value next determined
after receipt of a purchase order by the Trust.

INITIAL INVESTMENTS BY MAIL. You may open an account
and make an initial investment in the Short Term Government
Income Fund by sending a check and a completed account
application form to MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio 45201-5354. Checks should be made payable
to the "Short Term Government Income Fund." An account
application is included in this Prospectus.

You will be sent within five business days after the
end of each month a written statement disclosing each
purchase or redemption effected and each dividend or
distribution credited to your account during the month.
Certificates representing shares are not issued. The Trust
and the Adviser reserve the rights to limit the amount of
investments and to refuse to sell to any person.

Investors should be aware that the Funds' account
application contains provisions in favor of the Trust, MGF
Service Corp. and certain of their affiliates, excluding
such entities from certain liabilities (including, among
others, losses resulting from unauthorized shareholder
transactions) relating to the various services (for example,
telephone redemptions and exchanges and check redemptions)
made available to investors.

Should an order to purchase shares be canceled because
your check does not clear, you will be responsible for any
resulting losses or fees incurred by the Trust or MGF
Service Corp. in the transaction.

INITIAL INVESTMENTS BY WIRE. You may also purchase
shares of the Short Term Government Income Fund by wire.
Please telephone MGF Service Corp. (Nationwide call toll-
free 800-543-0407; in Cincinnati call 629-2050) for
instructions. You should be prepared to give the name in
which the account is to be established, the address,
telephone number and taxpayer identification number for the
account, and the name of the bank which will wire the money.

You may receive a dividend on the day of your wire
investment provided you have given notice of your intention
to make such investment to MGF Service Corp. by 12:30 p.m.,
Eastern time, on that day. Your investment will be made at
the net asset value next determined after your wire is
received together with the account information indicated
above. If the Trust does not receive timely and complete
account information, there may be a delay in the investment
of your money and any accrual of dividends. To make your
initial wire purchase, you are required to mail a completed
account application to MGF Service Corp. Your bank may
impose a charge for sending your wire. There is presently
no fee for receipt of wired funds, but MGF Service Corp.
reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

ADDITIONAL INVESTMENTS. You may purchase and add
shares to your account by mail or by bank wire. Checks
should be sent to MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio 45201-5354. Checks should be made payable
or endorsed to the "Short Term Government Income Fund."
Bank wires should be sent as outlined above. You may also
make additional investments at the Trust's offices at 312
Walnut Street, 21st Floor, Cincinnati, Ohio 45202. Each
additional purchase request must contain the name of your
account and your account number to permit proper crediting
to your account. While there is no minimum amount required
for subsequent investments, the Trust reserves the right to
impose such requirement.

CASH SWEEP PROGRAM. Cash accumulations in accounts
with financial institutions may be automatically invested in
shares of the Short Term Government Income Fund at the next
determined net asset value on a day selected by the
institution or its customer, or when the account balance
reaches a predetermined dollar amount (e.g., $5,000).

Participating institutions are responsible for prompt
transmission of orders relating to the program.
Institutions participating in this program may charge their
customers fees for services relating to the program which
would reduce the customers' yield from an investment in the
Fund. This Prospectus should, therefore, be read together
with any agreement between the customer and the
participating institution with regard to the services
provided, the fees charged for these services and any
restrictions and limitations imposed.

Intermediate Term Government Income Fund
----------------------------------------
Your initial investment in the Intermediate Term
Government Income Fund ordinarily must be at least $1,000
($250 for tax-deferred retirement plans). You may purchase
additional shares through the Open Account Program described
below. You may open an account and make an initial
investment through securities dealers having a sales
agreement with the Trust's principal underwriter, Midwest
Group Financial Services, Inc. (the "Adviser"). You may
also make a direct initial investment by sending a check and
a completed account application form to MGF Service Corp.,
P.O. Box 5354, Cincinnati, Ohio 45201-5354. Checks should
be made payable to the "Intermediate Term Government Income
Fund." An account application is included in this
Prospectus.

The Trust mails you confirmations of all purchases or
redemptions of shares of the Intermediate Term Government
Income Fund. Certificates representing shares are not
ordinarily issued, but you may receive a certificate without
charge by sending a written request to MGF Service Corp.
Certificates for fractional shares will not be issued. If a
certificate has been issued to you, you will not be
permitted to redeem shares by check, or to redeem or
exchange shares by telephone, or to use the automatic
withdrawal plan as to those shares. The Trust and the
Adviser reserve the rights to limit the amount of
investments and to refuse to sell to any person.

OPEN ACCOUNT PROGRAM. Please direct inquiries
concerning the services described in this section to MGF
Service Corp. at the address or numbers listed below.

After an initial investment, all investors are
considered participants in the Open Account Program. The
Open Account Program helps investors make purchases of
shares of the Intermediate Term Government Income Fund over
a period of years and permits the automatic reinvestment of
dividends and distributions of the Fund in additional shares
without a sales load.

Under the Open Account Program, you may purchase and
add shares to your account at any time either through your
securities dealer or by sending a check to MGF Service
Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354. The
check should be made payable to the "Intermediate Term
Government Income Fund."

Under the Open Account Program, you may also purchase
shares of the Intermediate Term Government Income Fund by
bank wire. Please telephone MGF Service Corp. (Nationwide
call toll-free 800-543-0407; in Cincinnati call 629-2050)
for instructions. Your bank may impose a charge for sending
your wire. There is presently no fee for receipt of wired
funds, but MGF Service Corp. reserves the right to charge
shareholders for this service upon thirty days' prior notice
to shareholders.

Each additional purchase request must contain the name
of your account and your account number to permit proper
crediting to your account. While there is no minimum amount
required for subsequent investments, the Trust reserves the
right to impose such requirement. All purchases under the
Open Account Program are made at the public offering price
next determined after receipt of a purchase order by the
Trust. If a broker-dealer received concessions for selling
shares of the Intermediate Term Government Income Fund to a
current shareholder, such broker-dealer will receive the
concessions described above with respect to additional
investments by the shareholder.

Sales Load Alternatives
- -----------------------
The Intermediate Term Government Income Fund offers two
classes of shares which may be purchased at the election of
the purchaser. The two classes of shares each represent
interests in the same portfolio of investments of the Fund,
have the same rights and are identical in all material
respects except that (i) Class C shares bear the expenses of
higher distribution fees; (ii) certain other class specific
expenses will be borne solely by the class to which such
expenses are attributable, including transfer agent fees
attributable to a specific class of shares, printing and
postage expenses related to preparing and distributing
materials to current shareholders of a specific class,
registration fees incurred by a specific class of shares,
the expenses of administrative personnel and services
required to support the shareholders of a specific class,
litigation or other legal expenses relating to a class of
shares, Trustees' fees or expenses incurred as a result of
issues relating to a specific class of shares and accounting
fees and expenses relating to a specific class of shares;
and (iii) each class has exclusive voting rights with
respect to matters relating to its own distribution
arrangements. The net income attributable to Class C shares
and the dividends payable on Class C shares will be reduced
by the amount of the incremental expenses associated with
the distribution fee (see "Distribution Plans"). Shares of
the Intermediate Term Government Income Fund purchased prior
to February 1, 1994 are Class A shares.

The Fund's alternative sales arrangements permit
investors to choose the method of purchasing shares that is
most beneficial given the amount of the purchase, the length
of time the investor expects to hold his shares and other
relevant circumstances. Investors should determine whether
under their particular circumstances it is more advantageous
to incur a front-end sales load and be subject to lower
ongoing charges, as discussed below, or to have all of the
initial purchase price invested in the Fund with the
investment thereafter being subject to higher ongoing
charges. A salesperson or any other person entitled to
receive any portion of a distribution fee may receive
different compensation for selling Class A or Class C
shares.

As an illustration, investors who qualify for reduced
sales loads as described below, might elect the Class A
sales load alternative because similar sales load reductions
are not available for purchases under the Class C sales load
alternative. Moreover, shares acquired under the Class A
sales load alternative would be subject to lower ongoing
distribution fees as described below. Investors not
qualifying for reduced initial sales loads who expect to
maintain their investment for an extended period of time
might also elect the Class A sales load alternative because
over time the accumulated continuing distribution fees on
Class C shares may exceed the difference in initial sales
loads between Class A and Class C shares. Again, however,
such investors must weigh this consideration against the
fact that less of their funds will be invested initially
under the Class A sales load alternative. Furthermore, the
higher ongoing distribution fees will be offset to the
extent any return is realized on the additional funds
initially invested under the Class C sales load alternative.

Some investors might determine that it would be more
advantageous to utilize the Class C sales load alternative
to have more of their funds invested initially, although
remaining subject to higher ongoing distribution fees and,
for a one-year period, being subject to a contingent
deferred sales load. For example, based on estimated fees
and expenses, an investor subject to the maximum 2% initial
sales load on Class A shares who elects to reinvest
dividends in additional shares would have to hold the
investment in Class A shares approximately 4 years before
the accumulated ongoing distribution fees on the alternative
Class C shares would exceed the initial sales load plus the
accumulated ongoing distribution fees on Class A shares. In
this example and assuming the investment was maintained for
more than 4 years, the investor might consider purchasing
Class A shares. This example does not take into account the
time value of money which reduces the impact of the higher
ongoing Class C distribution fees, fluctuations in net asset
value or the effect of different performance assumptions.

In addition to the compensation otherwise paid to
securities dealers, the Adviser may from time to time pay
from its own resources additional cash bonuses or other
incentives to selected dealers in connection with the sale
of shares of the Intermediate Term Government Income Fund.
On some occasions, such bonuses or incentives may be
conditioned upon the sale of a specified minimum dollar
amount of the shares of the Fund and/or other funds in the
Midwest Group during a specific period of time. Such
bonuses or incentives may include financial assistance to
dealers in connection with conferences, sales or training
programs for their employees, seminars for the public,
advertising, sales campaigns and other dealer-sponsored
programs or events.

Class A Shares
- --------------
Class A shares of the Intermediate Term Government
Income Fund are purchased at the public offering price. The
public offering price of Class A shares is the next
determined net asset value per share plus a sales load as
shown in the following table.
<PAGE>
Dealer
Sales Load Reallowance
as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
- -------------------- -------- -------- ---------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50% 1.52% 1.35%
$250,000 but less than $500,000 1.00% 1.01% .90%
$500,000 but less than $1,000,000 .75% .76% .65%
$1,000,000 or more None None None

Under certain circumstances, the Adviser may increase
or decrease the reallowance to dealers. Dealers engaged in
the sale of shares of the Fund may be deemed to be
underwriters under the Securities Act of 1933. The Adviser
retains the entire sales load on all direct initial
investments in the Fund and on all investments in accounts
with no designated dealer of record.

Class A shares of the Intermediate Term Government
Income Fund are sold on a continuous basis at the public
offering price next determined after receipt of a purchase
order by the Trust. Purchase orders received by dealers
prior to 4:00 p.m., Eastern time, on any business day and
transmitted to the Adviser by 5:00 p.m., Eastern time, that
day are confirmed at the public offering price determined as
of the close of the regular session of trading on the New
York Stock Exchange on that day. It is the responsibility
of dealers to transmit properly completed orders so that
they will be received by the Adviser by 5:00 p.m., Eastern
time. Dealers may charge a fee for effecting purchase
orders. Direct purchase orders received by MGF Service
Corp. by 4:00 p.m., Eastern time, are confirmed at that
day's public offering price. Direct investments received by
MGF Service Corp. after 4:00 p.m. and orders received from
dealers after 5:00 p.m. are confirmed at the public offering
price next determined on the following business day.

REDUCED SALES LOAD. A "purchaser" (defined below) may
use the Right of Accumulation to combine the cost or current
net asset value (whichever is higher) of his existing shares
of the load funds distributed by the Adviser with the amount
of his current purchases in order to take advantage of the
reduced sales loads set forth in the table above. Purchases
made in any load fund distributed by the Adviser pursuant to
a Letter of Intent may also be eligible for the reduced
sales loads. The minimum initial investment under a Letter
of Intent is $10,000. The load funds currently distributed
by the Adviser are listed in the Exchange Privilege section
of this Prospectus. Shareholders should contact MGF Service
Corp. for information about the Right of Accumulation and
Letter of Intent.

PURCHASES AT NET ASSET VALUE. You may purchase Class A
shares of the Intermediate Term Government Income Fund at
net asset value when the payment for your investment
represents the proceeds from the redemption of shares of any
other mutual fund which has a front-end sales load and is
not distributed by the Adviser. Your investment will
qualify for this provision if the purchase price of the
shares of the other fund included a sales load and the
redemption occurred within one year of the purchase of such
shares and no more than sixty days prior to your purchase of
Class A shares of the Intermediate Term Government Income
Fund. To make a purchase at net asset value pursuant to
this provision, you must submit photocopies of the
confirmations (or similar evidence) showing the purchase and
redemption of shares of the other fund. Your payment may be
made with the redemption check representing the proceeds of
the shares redeemed, endorsed to the order of the
"Intermediate Term Government Income Fund." The redemption
of shares of the other fund is, for federal income tax
purposes, a sale on which you may realize a gain or loss.
These provisions may be modified or terminated at any time.
Contact your securities dealer or the Trust for further
information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase Class A shares of the
Intermediate Term Government Income Fund at net asset value.
To the extent permitted by regulatory authorities, a bank
trust department may charge fees to clients for whose
account it purchases shares at net asset value. Federal and
state credit unions may also purchase Class A shares at net
asset value.

In addition, Class A shares of the Intermediate Term
Government Income Fund may be purchased at net asset value
by broker-dealers who have a sales agreement with the
Adviser, and their registered personnel and employees,
including members of the immediate families of such
registered personnel and employees.

Clients of investment advisers and financial planners
may also purchase Class A shares of the Intermediate Term
Government Income Fund at net asset value if their
investment adviser or financial planner has made
arrangements to permit them to do so with the Trust and the
Adviser. The investment adviser or financial planner must
notify MGF Service Corp. that an investment qualifies as a
purchase at net asset value.

Trustees, directors, officers and employees of the
Trust, the Adviser or MGF Service Corp., including members
of the immediate family of such individuals and employee
benefit plans established by such entities, may also
purchase Class A shares of the Intermediate Term Government
Income Fund at net asset value.

A shareholder of record of the Intermediate Term
Government Income Fund on November 17, 1986 may purchase
additional Class A shares of the Fund at net asset value as
long as an account balance is maintained.

ADDITIONAL INFORMATION. For purposes of determining
the applicable sales load and for purposes of the Letter of
Intent and Right of Accumulation privileges, a purchaser
includes an individual, his spouse and their children under
the age of 21, purchasing shares for his or their own
account; or a trustee or other fiduciary purchasing shares
for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer,
provided that economies of scale are realized through
remittances from a single source and quarterly confirmation
of such purchases; or an organized group, provided that the
purchases are made through a central administration, or a
single dealer, or by other means which result in economy of
sales effort or expense. Contact MGF Service Corp. for
additional information concerning purchases at net asset
value or at reduced sales loads.

Class C Shares
--------------
Class C shares of the Intermediate Term Government
Income Fund are sold on a continuous basis at the net asset
value next determined after receipt of a purchase order by
the Trust. Purchase orders received by dealers prior to
4:00 p.m., Eastern time, on any business day and transmitted
to the Adviser by 5:00 p.m., Eastern time, that day are
confirmed at the net asset value determined as of the close
of the regular session of trading on the New York Stock
Exchange on that day. It is the responsibility of dealers
to transmit properly completed orders so that they will be
received by the Adviser by 5:00 p.m., Eastern time. Dealers
may charge a fee for effecting purchase orders. Direct
purchase orders received by MGF Service Corp. by 4:00 p.m.,
Eastern time, are confirmed at that day's net asset value.
Direct investments received by MGF Service Corp. after 4:00
p.m. and orders received from dealers after 5:00 p.m. are
confirmed at the net asset value next determined on the
following business day.

A contingent deferred sales load is imposed on Class C
shares of the Intermediate Term Government Income Fund
purchased after January 31, 1995 if an investor redeems an
amount which causes the current value of the investor's
account to fall below the total dollar amount of purchase
payments subject to the deferred sales load, except that no
such charge is imposed if the shares redeemed have been
acquired through the reinvestment of dividends or capital
gains distributions or to the extent the amount redeemed is
derived from increases in the value of the account above the
amount of purchase payments subject to the deferred sales
load.

Whether a contingent deferred sales load is imposed
will depend on the amount of time since the investor made a
purchase payment from which an amount is being redeemed.
Purchases are subject to the contingent deferred sales load
according to the following schedule:

Year Since Purchase Contingent Deferred
Payment was Made Sales Load
------------------- -------------------
First Year 1%
Thereafter None

In determining whether a contingent deferred sales load
is payable, it is assumed that the purchase payment from
which the redemption is made is the earliest purchase
payment (from which a redemption or exchange has not already
been effected). If the earliest purchase from which a
redemption has not yet been effected was made within one
year before the redemption, then a deferred sales load at
the rate of 1% will be imposed.

The following example will illustrate the operation of
the contingent deferred sales load. Assume that an
individual opens an account and purchases 1,000 shares at
$10 per share and that six months later the net asset value
per shares is $12 and, during such time, the investor has
acquired 50 additional shares through reinvestment of
distributions. If at such time the investor should redeem
450 shares (proceeds of $5,400), 50 shares will not be
subject to the load because of dividend reinvestment. With
respect to the remaining 400 shares, the load is applied
only to the original cost of $10 per share and not to the
increase in net asset value of $2 per share. Therefore,
$4,000 of the $5,400 redemption proceeds will be charged the
load. At the rate of 1%, the contingent deferred sales load
would be $40. In determining whether an amount is available
for redemption without incurring a deferred sales load, the
purchase payments made for all Class C shares of the
Intermediate Term Government Income Fund in the
shareholder's account are aggregated, and the current value
of all such shares is aggregated.

All sales loads imposed on redemptions are paid to the
Adviser. The Adviser intends to pay a commission of 1% of
the purchase amount to participating brokers at the time the
investor purchases Class C shares of the Intermediate Term
Government Income Fund.

The contingent deferred sales load is currently waived
for any partial or complete redemption following death or
disability (as defined in the Internal Revenue Code of 1986,
as amended) of a shareholder (including one who owns the
shares with his or her spouse as a joint tenant with rights
of survivorship) from an account in which the deceased or
disabled is named. The Adviser may require documentation
prior to waiver of the charge, including death certificates,
physicians' certificates, etc.

SHAREHOLDER SERVICES
- --------------------
Contact MGF Service Corp. (Nationwide call toll-free
800-543-0407; in Cincinnati call 629-2050) for additional
information about the shareholder services described below.

Automatic Withdrawal Plan
-------------------------
If the shares in your account have a value of at least
$5,000, you may elect to receive, or may designate another
person to receive, monthly or quarterly payments in a
specified amount of not less than $50 each. There is no
charge for this service. Purchases of additional Class A
shares of the Intermediate Term Government Income Fund while
the plan is in effect are generally undesirable because a
sales load is incurred whenever purchases are made.

Tax-Deferred Retirement Plans
-----------------------------
Shares of either Fund are available for purchase in
connection with the following tax-deferred retirement plans:

-- Keogh Plans for self-employed individuals

-- Individual retirement account (IRA) plans for
individuals and their non-employed spouses

-- Qualified pension and profit-sharing plans for
employees, including those profit-sharing plans
with a 401(k) provision

-- 403(b)(7) custodial accounts for employees of
public school systems, hospitals, colleges and
other non-profit organizations meeting certain
requirements of the Internal Revenue Code

Direct Deposit Plans
--------------------
Shares of either Fund may be purchased through direct
deposit plans offered by certain employers and government
agencies. These plans enable a shareholder to have all or a
portion of his or her payroll or social security checks
transferred automatically to purchase shares of the Funds.

Automatic Investment Plan
-------------------------
You may make automatic monthly investments in either
Fund from your bank, savings and loan or other depository
institution account. The minimum initial and subsequent
investments must be $50 under the plan. MGF Service Corp.
pays the costs associated with these transfers, but reserves
the right, upon thirty days' written notice, to make
reasonable charges for this service. Your depository
institution may impose its own charge for debiting your
account which would reduce your return from an investment in
the Funds.

Reinvestment Privilege
----------------------
If you have redeemed Class A shares of the Intermediate
Term Government Income Fund, you may reinvest all or part of
the proceeds without any additional sales load. This
reinvestment must occur within thirty days of the redemption
and the privilege may only be exercised once per year.

HOW TO REDEEM SHARES
- --------------------
You may redeem shares of either Fund on each day that
the Trust is open for business. You will receive the net
asset value per share next determined after receipt by MGF
Service Corp. of your redemption request in the form
described below, less, in the case of Class C shares, any
applicable contingent deferred sales load. Payment is
normally made within seven days after tender in such form,
provided that payment in redemption of shares purchased by
check will be effected only after the check has been
collected, which may take up to fifteen days from the
purchase date. To eliminate this delay, you may purchase
shares of the Funds by certified check or wire.

A contingent deferred sales load may apply to a
redemption of Class C shares of the Intermediate Term
Government Income Fund. (See "How to Purchase Shares -
Class C Shares.")

BY TELEPHONE. You may redeem shares by telephone. The
proceeds will be sent by mail to the address designated on
your account or wired directly to your existing account in
any commercial bank or brokerage firm in the United States
as designated on your application. To redeem by telephone,
call MGF Service Corp. (Nationwide call toll-free 800-543-
0407; in Cincinnati call 629-2050). The redemption proceeds
from your Short Term Government Income Fund account will
normally be sent by mail or by wire within one business day
(but not later than seven days) after receipt of your
telephone instructions. Any redemption requests by
telephone must be received in proper form prior to 12:30
p.m., Eastern time, on any business day in order for payment
by wire to be made that day. The redemption proceeds from
your Intermediate Term Government Income Fund account will
normally be sent by mail or by wire within two business days
(but not later than seven days) after receipt of your
telephone instructions. IRA accounts are not redeemable by
telephone.

The telephone redemption privilege is automatically
available to all shareholders. You may change the bank or
brokerage account which you have designated under this
procedure at any time by writing to MGF Service Corp. with
your signature guaranteed by any eligible guarantor
institution (including banks, brokers and dealers, municipal
securities brokers and dealers, government securities
brokers and dealers, credit unions, national securities
exchanges, registered securities associations, clearing
agencies and savings associations) or by completing a
supplemental telephone redemption authorization form.
Contact MGF Service Corp. to obtain this form. Further
documentation will be required to change the designated
account if shares are held by a corporation, fiduciary or
other organization.

Neither the Trust, MGF Service Corp., nor their
respective affiliates will be liable for complying with
telephone instructions they reasonably believe to be genuine
or for any loss, damage, cost or expense in acting on such
telephone instructions. The affected shareholders will bear
the risk of any such loss. The Trust or MGF Service Corp.,
or both, will employ reasonable procedures to determine that
telephone instructions are genuine. If the Trust and/or MGF
Service Corp. do not employ such procedures, they may be
liable for losses due to unauthorized or fraudulent
instructions. These procedures may include, among others,
requiring forms of personal identification prior to acting
upon telephone instructions, providing written confirmation
of the transactions and/or tape recording telephone
instructions.

BY MAIL. You may redeem any number of shares from your
account by sending a written request to MGF Service Corp.
The request must state the number of shares or the dollar
amount to be redeemed and your account number. The request
must be signed exactly as your name appears on the Trust's
account records. If the shares to be redeemed have a value
of $5,000 or more, your signature must be guaranteed by any
of the eligible guarantor institutions outlined above.

Written redemption requests may also direct that the
proceeds be deposited directly in the bank account or
brokerage account designated on your account application for
telephone redemptions. Proceeds of redemptions requested by
mail are normally mailed within two business days following
receipt of instructions in proper form, but in no event
later than seven days following receipt of instructions.

BY CHECK. You may establish a special checking account
with either Fund for the purpose of redeeming shares by
check. Checks may be made payable to anyone for any amount,
but checks may not be certified.

When a check is presented to the Custodian for payment,
MGF Service Corp., as your agent, will cause the Fund to
redeem a sufficient number of full and fractional shares in
your account to cover the amount of the check. Checks will
be processed at the net asset value on the day the check is
presented to the Custodian for payment.

If the amount of a check is greater than the value of
the shares held in your account, the check will be returned.
Shareholders of the Intermediate Term Government Income Fund
should consider potential fluctuations in the net asset
value of the Fund's shares when writing checks. A check
representing a redemption request will take precedence over
any other redemption instructions issued by a shareholder.

As long as no more than six check redemptions are
effected in your account in any month, there will be no
charge for the check redemption privilege. However, after
six check redemptions are effected in your account in a
month, MGF Service Corp. will charge you $.25 for each
additional check redemption effected that month. MGF
Service Corp. charges shareholders its costs for each stop
payment and each check returned for insufficient funds. In
addition, MGF Service Corp. reserves the right to make
additional charges to recover the costs of providing the
check redemption service. All charges will be deducted from
your account by redemption of shares in your account. The
check redemption procedure may be suspended or terminated at
any time upon written notice by the Trust or MGF Service
Corp.

Shareholders of the Intermediate Term Government Income
Fund should be aware that writing a check (a redemption of
shares) is a taxable event. Shares of the Intermediate Term
Government Income Fund for which certificates have been
issued may not be redeemed by check. Shareholders who
invest in the Short Term Government Income Fund through a
cash sweep or similar program with a financial institution
are not eligible for the checkwriting privilege.

THROUGH BROKER-DEALERS. You may also redeem shares of
the Intermediate Term Government Income Fund by placing a
wire redemption request through a securities broker or
dealer. Unaffiliated broker-dealers may impose a fee on the
shareholder for this service. You will receive the net
asset value per share next determined after receipt by the
Trust or its agent of your wire redemption request. It is
the responsibility of broker-dealers to properly transmit
wire redemption orders.

ADDITIONAL REDEMPTION INFORMATION. For each wire
redemption, you will be charged an $8 processing fee by MGF
Service Corp. MGF Service Corp. reserves the right, upon
thirty days' written notice, to change the processing fee.
All charges will be deducted from your account by redemption
of shares in your account. Your bank or brokerage firm may
also impose a charge for processing the wire. In the event
that wire transfer of funds is impossible or impractical,
the redemption proceeds will be sent by mail to the
designated account.

Redemption requests may direct that the proceeds be
deposited directly in your account with a commercial bank or
other depository institution via an Automated Clearing House
(ACH) transaction. There is currently no charge for ACH
transactions. Contact MGF Service Corp. for more
information about ACH transactions.

If a certificate for shares of the Intermediate Term
Government Income Fund was issued, it must be delivered to
MGF Service Corp., or the dealer in the case of a wire
redemption, duly endorsed or accompanied by a duly endorsed
stock power, with the signature guaranteed by any of the
eligible guarantor institutions outlined above.

At the discretion of the Trust or MGF Service Corp.,
corporate investors and other associations may be required
to furnish an appropriate certification authorizing
redemptions to ensure proper authorization. The Trust
reserves the right to require you to close your account if
at any time the value of your shares is less than $1,000
(based on actual amounts invested including any sales load
paid, unaffected by market fluctuations), or $250 in the
case of tax-deferred retirement plans, or such other minimum
amount as the Trust may determine from time to time.
After notification to you of the Trust's intention
to close your account, you will be given thirty
days to increase the value of your account to the minimum
amount.

The Trust reserves the right to suspend the right of
redemption or to postpone the date of payment for more than
seven days under unusual circumstances as determined by the
Securities and Exchange Commission.

EXCHANGE PRIVILEGE
- ------------------
Shares of either Fund and of any other fund of the
Midwest Group of Funds may be exchanged for each other.

Shares of the Short Term Government Income Fund and
Class A shares of the Intermediate Term Government Income
Fund may be exchanged for Class A shares of any other fund
and for shares of any other fund which offers only one class
of shares (provided such fund does not impose a contingent
deferred sales load). A sales load will be imposed equal to
the excess, if any, of the sales load rate applicable to the
shares being acquired over the sales load rate, if any,
previously paid on the shares being exchanged.

Class C shares of the Intermediate Term Government
Income Fund may be exchanged, on the basis of relative net
asset value per share, for Class C shares of any other fund,
for shares of any fund which is a money market fund, and for
shares of any other fund which offers only one class of
shares and which imposes a contingent deferred sales load.
A fund will "tack" the period for which the shares being
exchanged were held onto the holding period of the acquired
shares for purposes of determining if a contingent deferred
sales load is applicable in the event that the acquired
shares are redeemed following the exchange. The period of
time that Class C shares are held in a money market fund
will not count toward the holding period for determining
whether a contingent deferred sales load is applicable.

The following are the funds of the Midwest Group of
Funds currently offered to the public. Funds sold with a
sales load are indicated by an asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
- ---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *U.S. Government Long Maturity Fund
California Tax-Free Money Fund *Equity Fund
Royal Palm Florida Tax-Free *Utility Fund
Money Fund *Treasury Total Return Fund
Government Housing Tax-Exempt
Fund Midwest Income Trust
*Tax-Free Intermediate Term Fund --------------------
*Ohio Insured Tax-Free Fund Short Term Government Income Fund
Institutional Government Income Fund
*Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

You may request an exchange by sending a written
request to MGF Service Corp. The request must be signed
exactly as your name appears on the Trust's account records.
Exchanges may also be requested by telephone. If you are
unable to execute your transaction by telephone (for example
during times of unusual market activity) consider requesting
your exchange by mail or by visiting the Trust's offices at
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. An
exchange will be effected at the next determined net asset
value (or offering price, if sales load is applicable) after
receipt of a request by MGF Service Corp.

Exchanges may only be made for shares of funds then
offered for sale in your state of residence and are subject
to the applicable minimum initial investment requirements.
The exchange privilege may be modified or terminated by the
Board of Trustees upon 60 days' prior notice to
shareholders. An exchange results in a sale of fund shares,
which may cause you to recognize a capital gain or loss.
Before making an exchange, contact MGF Service Corp. to
obtain a current prospectus for any of the other funds in
the Midwest Group and more information about exchanges among
the Midwest Group of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of each Fund is
declared as a dividend to shareholders of record on each
business day of the Trust and paid monthly. Each Fund
expects to distribute any net realized long-term capital
gains at least once each year. Management will determine
the timing and frequency of the distributions of any net
realized short-term capital gains.

Distributions are paid according to one of the
following options:

Share Option - income distributions and capital gains
distributions reinvested in additional shares.

Income Option - income distributions and short-term
capital gains distributions paid in cash; long-term
capital gains distributions reinvested in additional
shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

You should indicate your choice of option on your
application. If no option is specified on your application,
distributions will automatically be reinvested in additional
shares. All distributions will be based on the net asset
value in effect on the payable date.

If you select the Income Option or the Cash Option and
the U.S. Postal Service cannot deliver your checks or if
your checks remain uncashed for six months, your dividends
may be reinvested in your account at the then-current net
asset value and your account will be converted to the Share
Option.

An investor in Class A shares of the Intermediate Term
Government Income Fund who has received in cash any dividend
or capital gains distribution may return the distribution
within thirty days of the distribution date to MGF Service
Corp. for reinvestment at the net asset value next
determined after its return. The investor or his dealer
must notify MGF Service Corp. that a distribution is being
reinvested pursuant to this provision.

TAXES
- -----
Each Fund has qualified in all prior years and intends
to continue to qualify for the special tax treatment
afforded a "regulated investment company" under Subchapter M
of the Internal Revenue Code so that it does not pay federal
taxes on income and capital gains distributed to
shareholders. Each Fund intends to distribute substantially
all of its net investment income and any net realized
capital gains to its shareholders. Distributions of net
investment income as well as from net realized short-term
capital gains, if any, are taxable as ordinary income.
Since the Funds' investment income is derived from interest
rather than dividends, no portion of such distributions is
eligible for the dividends received deduction available to
corporations. Distributions of net realized long-term
capital gains are taxable as long-term capital gains
regardless of how long you have held your Fund shares.

The Funds will mail to each of their shareholders a
statement indicating the amount and federal income tax
status of all distributions made during the year. In
addition to federal taxes, shareholders of the Funds may be
subject to state and local taxes on distributions.
Shareholders should consult their tax advisors about the tax
effect of distributions and withdrawals from the Funds and
the use of the Automatic Withdrawal Plan and the Exchange
Privilege. The tax consequences described in this section
apply whether distributions are taken in cash or reinvested
in additional shares.

OPERATION OF THE FUNDS
- ----------------------
The Funds are diversified series of Midwest Income
Trust, an open-end management investment company organized
as a Massachusetts business trust on December 7, 1980. The
Board of Trustees supervises the business activities of the
Trust. Like other mutual funds, the Trust retains various
organizations to perform specialized services for the Funds.

The Trust retains Midwest Group Financial Services,
Inc., 312 Walnut Street, Cincinnati, Ohio (the "Adviser"),
to manage the Funds' investments and their business affairs.
The Adviser was organized in 1974 and is also the investment
adviser to three other series of the Trust, seven series of
Midwest Group Tax Free Trust and five series of Midwest
Strategic Trust. The Adviser is a subsidiary of Leshner
Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Each Fund pays the Adviser a fee
equal to the annual rate of .5% of the average value of its
daily net assets up to $50 million; .45% of such assets from
$50 million to $150 million; .4% of such assets from $150
million to $250 million; and .375% of such assets in excess
of $250 million.

Bruce Chaiken, Assistant Vice President-Investments of
the Adviser, is primarily responsible for managing the
portfolio of each Fund. Mr. Chaiken has been employed by
the Adviser and affiliated companies in various capacities
since 1987 and has been managing each Fund's portfolio since
June 1994.

The Trust has retained MGF Service Corp., P.O. Box
5354, Cincinnati, Ohio, a subsidiary of Leshner Financial,
Inc., to serve as the Funds' transfer agent, dividend paying
agent and shareholder service agent.

MGF Service Corp. also provides accounting and pricing
services to the Funds. MGF Service Corp. receives a monthly
fee from each Fund for calculating daily net asset value per
share and maintaining such books and records as are
necessary to enable it to perform its duties.

In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Funds. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates
the preparation of reports to shareholders and reports to
and filings with the Securities and Exchange Commission and
state securities authorities. The Adviser (not the Funds)
pays MGF Service Corp. a fee for these administrative
services equal to one-fourth of its advisory fee from the
Funds.

The Adviser serves as principal underwriter for the
Funds and, as such, is the exclusive agent for the
distribution of shares of the Funds. Robert H. Leshner,
Chairman and a director of the Adviser, is President and a
Trustee of the Trust. John F. Splain, Secretary and General
Counsel of the Adviser, is Secretary of the Trust.

Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and
subject to its objective of seeking best execution of
portfolio transactions, the Adviser may give consideration
to sales of shares of the Funds as a factor in the selection
of brokers and dealers to execute portfolio transactions of
the Funds. Subject to the requirements of the Investment
Company Act of 1940 and procedures adopted by the Board of
Trustees, the Funds may execute portfolio transactions
through any broker or dealer and pay brokerage commissions
to a broker (i) which is an affiliated person of the Trust,
or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person
of the Trust or the Adviser.

Shares of each Fund have equal voting rights and
liquidation rights. Each Fund shall vote separately on
matters submitted to a vote of the shareholders except in
matters where a vote of all series of the Trust in the
aggregate is required by the Investment Company Act of 1940
or otherwise. Each class of shares of a Fund shall vote
separately on matters relating to its plan of distribution
pursuant to Rule 12b-1 (see "Distribution Plans"). When
matters are submitted to shareholders for a vote, each
shareholder is entitled to one vote for each full share
owned and fractional votes for fractional shares owned. The
Trust does not normally hold annual meetings of
shareholders. The Trustees shall promptly call and give
notice of a meeting of shareholders for the purpose of
voting upon the removal of any Trustee when requested to do
so in writing by shareholders holding 10% or more of the
Trust's outstanding shares. The Trust will comply with the
provisions of Section 16(c) of the Investment Company Act of
1940 in order to facilitate communications among
shareholders.

DISTRIBUTION PLANS
- ------------------
CLASS A SHARES. Pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Short Term Government
Income Fund and Class A shares of the Intermediate Term
Government Income Fund have adopted a plan of distribution
(the "Class A Plan") under which such shares may directly
incur or reimburse the Adviser for certain distribution-
related expenses, including payments to securities dealers
and others who are engaged in the sale of shares of the
Funds and who may be advising investors regarding the
purchase, sale or retention of Fund shares; expenses of
maintaining personnel who engage in or support distribution
of shares or who render shareholder support services not
otherwise provided by MGF Service Corp.; expenses of
formulating and implementing marketing and promotional
activities, including direct mail promotions and mass media
advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and
statements of additional information and reports for
recipients other than existing shareholders of the Funds;
expenses of obtaining such information, analyses and reports
with respect to marketing and promotional activities as the
Trust may, from time to time, deem advisable; and any other
expenses related to the distribution of such shares.

Pursuant to the Class A Plan, the Funds may make
payments to dealers and other persons, including the Adviser
and its affiliates, who may be advising investors regarding
the purchase, sale or retention of shares of the Funds. For
the fiscal year ended September 30, 1994, the Short Term
Government Income Fund and Class A shares of the
Intermediate Term Government Income Fund paid $123,000 and
$180,297, respectively to the Adviser to reimburse it for
payments made to dealers and other persons who may be
advising shareholders regarding the retention of shares of
the Funds.

The annual limitation for payment of expenses pursuant
to the Class A Plan is .35% of the Short Term Government
Income Fund's average daily net assets and .35% of the
Intermediate Term Government Income Fund's average daily net
assets allocable to Class A shares. Unreimbursed
expenditures will not be carried over from year to year. In
the event the Class A Plan is terminated by a Fund in
accordance with its terms, the Fund will not be required to
make any payments for expenses incurred by the Adviser after
the date the Class A Plan terminates.

CLASS C SHARES. Pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Intermediate Term
Government Income Fund has adopted a plan of distribution
(the "Class C Plan") which provides for two categories of
payments. First, the Class C Plan provides for the payment
to the Adviser of an account maintenance fee, in an amount
equal to an annual rate of .25% of the Fund's average daily
net assets allocable to Class C shares, which may be paid to
other dealers based on the average value of Fund shares
owned by clients of such dealers. In addition, the Class C
shares may directly incur or reimburse the Adviser in an
amount not to exceed .75% per annum of the Fund's average
daily net assets allocable to Class C shares for expenses
incurred in the distribution and promotion of the Fund's
Class C shares, including payments to securities dealers and
others who are engaged in the sale of shares of the Fund and
who may be advising investors regarding the purchase, sale
or retention of such shares; expenses of maintaining
personnel who engage in or support distribution of shares or
who render shareholder support services not otherwise
provided by MGF Service Corp.; expenses of formulating and
implementing marketing and promotional activities, including
direct mail promotions and mass media advertising; expenses
of preparing, printing and distributing sales literature and
prospectuses and statements of additional information and
reports for recipients other than existing shareholders of
the Fund; expenses of obtaining such information, analyses
and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem
advisable; and any other expenses related to the
distribution of the Fund's Class C shares.

Unreimbursed expenditures will not be carried over from
year to year. In the event the Class C Plan is terminated
by the Intermediate Term Government Income Fund in
accordance with its terms, the Fund will not be required to
make any payments for expenses incurred by the Adviser after
the date the Class C Plan terminates. The Adviser may make
payments to dealers and other persons in an amount up to
.75% per annum of the average value of Class C shares owned
by their clients, in addition to the .25% account
maintenance fee described above.

GENERAL. Pursuant to the Plans, the Funds may also
make payments to banks or other financial institutions that
provide shareholder services and administer shareholder
accounts. The Glass-Steagall Act prohibits banks from
engaging in the business of underwriting, selling or
distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been
clearly defined by the courts or appropriate regulatory
agencies, management of the Trust believes that the Glass-
Steagall Act should not preclude a bank from providing such
services. However, state securities laws on this issue may
differ from the interpretations of federal law expressed
herein and banks and financial institutions may be required
to register as dealers pursuant to state law. If a bank
were prohibited from continuing to perform all or a part of
such services, management of the Trust believes that there
would be no material impact on the Funds or their
shareholders. Banks may charge their customers fees for
offering these services to the extent permitted by
applicable regulatory authorities, and the overall return to
those shareholders availing themselves of the bank services
will be lower than to those shareholders who do not. The
Funds may from time to time purchase securities issued by
banks which provide such services; however, in selecting
investments for the Funds, no preference will be shown for
such securities.

The Securities and Exchange Commission recently adopted
amendments proposed by the National Association of
Securities Dealers to its Rules of Fair Practice relating to
asset-based sales charges of mutual funds. The amendments
require fund-level accounting in which all sales charges -
front-end load, 12b-1 fees or contingent deferred load -
terminate when a percentage of gross sales is reached.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------
On each day that the Trust is open for business, the
share price (net asset value) of the Short Term Government
Income Fund's shares is determined as of 12:30 p.m. and 4:00
p.m., Eastern time. The share price of Class C shares and
the public offering price (net asset value plus applicable
sales load) of Class A shares of the Intermediate Term
Government Income Fund is determined as of the close of the
regular session of trading on the New York Stock Exchange,
currently 4:00 p.m., Eastern time. The Trust is open for
business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient
trading in a Fund's investments that its net asset value
might be materially affected. The net asset value per share
of each Fund is calculated by dividing the sum of the value
of the securities held by the Fund plus cash or other assets
minus all liabilities (including estimated accrued expenses)
by the total number of shares outstanding of the Fund,
rounded to the nearest cent.

The Short Term Government Income Fund's portfolio
securities are valued on an amortized cost basis. In
connection with the use of the amortized cost method of
valuation, the Short Term Government Income Fund maintains a
dollar-weighted average portfolio maturity of 90 days or
less, purchases only United States dollar-denominated
securities having remaining maturities of thirteen months or
less and invests only in securities determined by the Board
of Trustees to meet the Fund's quality standards and to
present minimal credit risks. Other assets of the Short
Term Government Income Fund are valued at their fair value
as determined in good faith in accordance with consistently
applied procedures established by and under the general
supervision of the Board of Trustees. It is anticipated,
but there is no assurance, that the use of the amortized
cost method of valuation by the Short Term Government Income
Fund will enable it to maintain a stable net asset value per
share of $1.

The Intermediate Term Government Income Fund's
portfolio securities for which market quotations are readily
available are valued at their most recent bid prices as
obtained from one or more of the major market makers for
such securities. Securities (and other assets) for which
market quotations are not readily available are valued at
their fair value as determined in good faith in accordance
with consistently applied procedures established by and
under the general supervision of the Board of Trustees. The
net asset value per share of the Intermediate Term
Government Income Fund will fluctuate with the value of the
securities it holds.

PERFORMANCE INFORMATION
- -----------------------
From time to time, the Short Term Government Income
Fund may advertise its "current yield" and "effective
yield." Both yield figures are based on historical earnings
and are not intended to indicate future performance. The
"current yield" of the Short Term Government Income Fund
refers to the income generated by an investment in the Fund
over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized." That
is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-
week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when
annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The "effective yield" will be
slightly higher than the "current yield" because of the
compounding effect of this assumed reinvestment.

From time to time, the Intermediate Term Government
Income Fund may advertise its "average annual total return."
The Fund may also advertise "yield." Both yield and average
annual total return figures are based on historical earnings
and are not intended to indicate future performance. Total
return and yield are computed separately for Class A and
Class C shares. The yield of Class A shares is expected to
be higher than the yield of Class C shares due to the higher
distribution fees imposed on Class C shares.

The "average annual total return" of the Intermediate
Term Government Income Fund refers to the average annual
compounded rates of return over the most recent 1, 5 and 10
year periods (which periods will be stated in the
advertisement) that would equate an initial amount invested
at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual
total return" assumes the reinvestment of all dividends and
distributions and, for Class A shares, the deduction of the
current maximum sales load from the initial investment. The
Intermediate Term Government Income Fund may also advertise
total return (a "nonstandardized quotation") which is
calculated differently from "average annual total return."
A nonstandardized quotation of total return may be a
cumulative return which measures the percentage change in
the value of an account between the beginning and end of a
period, assuming no activity in the account other than
reinvestment of dividends and capital gains distributions.
A nonstandardized return may also indicate average annual
compounded rates of return over periods other than those
specified for "average annual total return." These
nonstandardized returns do not include the effect of the
applicable sales load which, if included, would reduce total
return. A nonstandardized quotation of total return will
always be accompanied by the Fund's "average annual total
return" as described above.

The "yield" of the Intermediate Term Government Income
Fund is computed by dividing the net investment income per
share earned during a thirty-day (or one month) period
stated in the advertisement by the maximum public offering
price per share on the last day of the period (using the
average number of shares entitled to receive dividends).
The yield formula assumes that net investment income is
earned and reinvested at a constant rate and annualized at
the end of a six-month period.

From time to time, the Funds may advertise their
performance rankings as published by recognized independent
mutual fund statistical services such as Lipper Analytical
Services, Inc. ("Lipper"), or by publications of general
interest such as Forbes, Money, The Wall Street Journal,
Business Week, Barron's, Fortune or Morningstar Mutual Fund
Values. The Funds may also compare their performance to
that of other selected mutual funds, averages of the other
mutual funds within their categories as determined by
Lipper, or recognized indicators. In connection with a
ranking, the Funds may provide additional information, such
as the particular category of funds to which the ranking
relates, the number of funds in the category, the criteria
upon which the ranking is based, and the effect of fee
waivers and/or expense reimbursements, if any. Each Fund
may also present its performance and other investment
characteristics, such as volatility, in light of the
Adviser's view of current or historical trends.

Further information about the Intermediate Term
Government Income Fund's performance is contained in the
Trust's annual report which can be obtained by shareholders
at no charge by calling MGF Service Corp. (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050) or by
writing to the Trust at the address on the front of this
Prospectus.

<PAGE>
MIDWEST INCOME TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

BOARD OF TRUSTEES
Gary W. Heldman
James C. Krumme
H. Jerome Lerner
Robert H. Leshner
Oscar P. Robertson
G. William Rohde
Bruce J. Simpson

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999<PAGE>

TABLE OF CONTENTS
------------------

Expense Information. . . . . . . . . . . . . . . . . . . . .
Financial Highlights. . . . . .. . . . . . . . . . . . . . .
Investment Objectives. . . . . . . . . . . . . . . . . . . .
Investment Policies. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Funds . . . . . . . . . . . . . . . . . . .
Distribution Plans . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price and Public Offering Price . . . .
Performance Information. . . . . . . . . . . . . . . . . . .
Application. . . . . . . . . . . . . . . . . . . . . . . . .

- ------------------------------------------------------------
No person has been authorized to give any information
or to make any representations, other than those contained
in this Prospectus, in connection with the offering
contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as
being authorized by the Trust. This Prospectus does not
constitute an offer by the Trust to sell shares in any State
to any person to whom it is unlawful for the Trust to make
such offer in such State.

<TABLE>
<S> <C>
Account Application (check appropriate Fund) ACCOUNT NO. ____________________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
[ ] Short Term Govt. Income Fund (0) $____________________ Home Office Address:____________________________
Intermediate Term Govt. Income Fund Branch Address:_________________________________
[ ] A Shares (1) $____________________ Rep Name & No.:_________________________________
[ ] C Shares (15) $____________________ Rep Signature:__________________________________

___________________________________________________________________________________________________________________

[ ] Check or draft enclosed payable to the Fund(s) designated above.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax l.D.#

_________________________________________________________________ _________________________________________________
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial account
please list minor's S.S.#)

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other ______________________

Address Phone

_________________________________________________________________ (_____)__________________________________________
Street or P.O. Box Business Phone

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

Occupation and Employer Name/Address __________________________________________________________________________________

Are you an associated person of an NASD member? [ ] Yes [ ] No
___________________________________________________________________________________________________________________

TAXPAYER IDENTIFICATION NUMBER _ Under penalties of perjury I certify that the Taxpayer Identification Number listed above is my
correct number. Check box if appropriate:
[ ] I am exempt from backup withholding under the provisions of section 3406(a)(1)(c) of the Internal Revenue Code; or I am not
subject to backup withholding because I have not been notified that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
[ ] I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me and I have mailed or
delivered an application to receive a Taxpayer Identification Number to the Internal Revenue Service Center or Social Security
Administration Office. I understand that if I do not provide a Taxpayer Identification Number within 60 days that 31% of all
reportable payments will be withheld until I provide a number.
___________________________________________________________________________________________________________________

DISTRIBUTIONS (If no election is checked the SHARE OPTION will be assigned.)
[ ] Share Option _ Income distributions and capital gains distributions automatically reinvested in additional shares.
[ ] Income Option _ Income distributions and short term capital gains distributions paid in cash, long term capital gains
distributions reinvested in additional shares.
[ ] Cash Option _ Income distributions and capital gains distributions paid in cash.
___________________________________________________________________________________________________________________

REDEMPTION OPTIONS
I (we) authorize the Trust or MGF Service Corp. to act upon instructions received by telephone, or upon receipt of and in the
amounts of checks as described below (if checkwriting is selected), to have amounts withdrawn from my (our) account in any fund in
the Midwest Group (see prospectus for limitations on this option) and:

[ ] WIRED ($1,000 minimum OR MAILED to my (our) bank account designated below. I (we) further authorize the used of automated
cash transfers to and from the account designated below.
NOTE: For wire redemptions, the indicated bank should be a commercial bank. Please attach a voided check for the account.

Bank Account Number ____________________________________________Bank Routing Transit Number ________________________________

Name of Account Holder _____________________________________________________________________________________________________

Bank Name ______________________________________________________Bank Address________________________________________________
City State

[ ] CHECKWRITING (A signature card must be completed)
...to deposit the proceeds of such redemptions in the applicable Midwest Group Pay Through Draft Account (PTDA) or otherwise arrange
for application of such proceeds to payment of said checks. I (we) authorize the persons whose signatures appear on the PTDA
signature card to draw checks on the PTDA and to cause the redemption of my (our) shares of the Trust. I (we) agree to be bound by
the Rules and Regulations for the Midwest Group Pay Through Draft Account as such Rules and Regulations may be amended from time to
time
___________________________________________________________________________________________________________________

REDUCED SALES CHARGES (INTERMEDIATE TERM GOVERNMENT INCOME FUND'S CLASS A SHARES ONLY)
Right of Accumulation: I apply for Right of Accumulation subject to the Agent's confirmation of the following holdings of eligible
load funds of the Midwest Group of Funds.

Account Number/Name Account Number/Name
___________________________________________________________- ________________________________________________________

___________________________________________________________- ________________________________________________________

Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your Letter of Intent).
Intent.)

[ ] l agree to the Letter of Intent in the current Prospectus of Midwest Trust. Although I am not obligated to purchase, and the
Trust is not obligated to sell, I intend to invest over a 13 month period beginning ______________________ 19 _______ (Purchase Date
of not more than 90 days prior to this Letter) an aggregate amount in the load funds of the Midwest Group of Funds at least equal to
(check appropriate box):
[ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
___________________________________________________________________________________________________________________

SIGNATURES
By signature below each investor certifies that he has received a copy of the Funds' current Prospectus, that he is of legal age,
and that he has full authority and legal capacity for himself or the organization named below, to make this investment and to use
the options selected above. The investor appoints MGF Service Corp. as his agent to enter orders for shares whether by direct
purchase or exchange, to receive dividends and distributions for automatic reinvestment in additional shares of the Fund for credit
to the investor's account and to surrender for redemption shares held in the investor's account in accordance with any of the
procedures elected above or for payment of service charges incurred by the investor. The investor further agrees that MGF Service
Corp. can cease to act as such agent upon ten days' notice in writing to the investor at the address contained in this Application.
The investor hereby ratifies any instructions given pursuant to this Application and for himself and his successors and assigns does
hereby release MGF Service Corp., Midwest Trust, Midwest Group Financial Services, Inc., and their respective officers, employees,
agents and affiliates from any and all liability in the performance of the acts instructed herein. Neither the Trust, MGF Service
Corp., nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be
genuine or for any loss, damage, cost or expense in acting on such telephone instructions. The investor(s) will bear the risk of
any such loss. The Trust or MGF Service Corp., or both, will employ reasonable procedures to determine that telephone instructions
are genuine. If the Trust and/or MGF Service Corp. do not employ such procedures, they may be liable for losses due to unauthorized
or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting
upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.

_______________________________________________________________- ________________________________________________________

Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

___________________________________________________________- ________________________________________________________

Title of Corporate Officer, Trustee, etc. Date

NOTE: Corporations, trusts and other organizations must complete the resolution form on the reverse side.
Unless otherwise specified, each joint owner shall have full authority to act on behalf of the account.

AUTOMATIC INVESTMENT PLAN (Complete for Investments into the Fund(s))
The Automatic Investment Plan is available for all established accounts of Midwest Trust. There is no charge for this service, and
it offers the convenience of automatic investing on a regular basis. The minimum investment is $50.00 per month. For an account
that is opened by using this Plan, the minimum initial and subsequent investments must be $50.00. Though a continuous program of 12
monthly investments is recommended, the Plan may be discontinued by the shareholder at any time.

Please invest $ __________per month in the Fund. (Check applicable Fund) ABA Routing Number_______________________

[ ] Short Term Govt. Income Fund [ ] Intermediate Term Govt. Income Fund FI Account Number________________________

[ ] Checking Account [ ] Savings Account
_____________________________________________________________
Name of Financial Institution (FI) Please make my automatic investment on:

[ ] the last business day of each month
_____________________________________________________________ [ ] the 15th day of each month
City State [ ] both the 15th and last business day

X____________________________________________________________ X________________________________________________________
(Signature of Depositor EXACTLY as it appears on FI Records) (Signature of Joint Tenant - if any)

(Joint Signatures are required when bank account is in joint names. Please sign exactly as signature appears on your FI's records.)

Please attach a voided check for the Automatic Investment Plan.

Indemnification to Depositor's Bank
In consideration of your participation in a plan which MGF Service Corp. ("MGF") has put into effect, by which amounts,
determined by your depositor, payable to the Fund, for purchase of shares of the Fund, are collected by MGF, MGF hereby agrees:
MGF will indemnify and hold you harmless from any liability to any person or persons whatsoever arising out of the payment by
you of any amount drawn by the Fund to its own order on the account of your depositor or from any liability to any person whatsoever
arising out of the dishonor by you whether with or without cause or intentionally or inadvertently, of any such checks. MGF will
defend, at its own cost and expense, any action which might be brought against you by any person or persons whatsoever because of
your actions taken pursuant to the foregoing request or in any manner arising by reason of your participation in this arrangement.
MGF will refund to you any amount erroneously paid by you to the Fund on any such check if the claim for the amount of such
erroneous payment is made by you within six (6) months from the date of such erroneous payment; your participation in this
arrangement and that of the Fund may be terminated by thirty (30) days written notice from either party to the other.
____________________________________________________________________________________________________________________________

AUTOMATIC WITHDRAWAL PLAN (Complete for Withdrawals from the Fund)
This is an authorization for you to withdraw $_________________ from my mutual fund account beginning the last business day of the
month of _____________________.

Please Indicate Withdrawal Schedule (Check One): Please indicate which Fund: [ ] Short Term Govt. Income Fund
[ ] Intermediate Term Govt. Income Fund

[ ] Monthly _ Withdrawals will be made on the last business day of each month.
[ ] Quarterly _ Withdrawals will be made on or about 3/31, 6/30, 9/30 and 12/31.
[ ] Annually _ Please make withdrawals on the last business day of the month of:____________________

Please Select Payment Method (Check One):

[ ] Exchange: Please exchange the withdrawal proceeds into another Midwest account number: ____ ____ _ ____ ____ ____ ____
____ ____ _ ____
[ ] Check: Please mail a check for my withdrawal proceeds to the mailing address on this account.
[ ] ACH Transfer: Please send my withdrawal proceeds via ACH transfer to my bank checking or savings account as indicated below.
I understand that the transfer will be completed in two to three business days and that there is no charge.
[ ] Bank Wire: Please send my withdrawal proceeds via bank wire, to the account indicated below. I understand that the wire will
be completed in one business day and that there is an $8.00 fee.

Please attach a voided _______________________________________________________________________________________
check for ACH or bank wire Bank Name Bank Address

_______________________________________________________________________________________
Bank ABA# Account # Account Name

[ ] Send to special payee (other than applicant): Please mail a check for my withdrawal proceeds to the mailing address below:

Name of payee_____________________________________________________________________________________________________________

Please send to: __________________________________________________________________________________________________________
Street address City State Zip
____________________________________________________________________________________________________________________________

RESOLUTIONS
(This Section to be completed by Corporations, Trusts, and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of the Midwest Trust (the Trust) and that

____________________________________________________________________________________________________________________________
is (are) hereby authorized to complete and execute the Application on behalf of the corporation or organization and to take any
action for it as may be necessary or appropriate with respect to its shareholder account with the Fund, and it is
FURTHER RESOLVED: That any one of the above noted officers is authorized to sign any documents necessary or appropriate to appoint
MGF Service Corp. as redemption agent of the corporation or organization for shares of the Fund, to establish or acknowledge terms
and conditions governing the redemption of said shares and to otherwise implement the privileges elected on the Application, and it
is
(If checkwriting privilege is not desired, please cross out the following resolution.)
FURTHER RESOLVED: That the corporation or organization participate in the Midwest Group Pay Through Draft Account (PTDA) and that
until otherwise ordered in writing, MGF Service Corp. is authorized to make redemptions of shares held by the corporation or
organization, and to make payment from PTDA upon and according to the check, draft, note or order of this corporation or
organization when signed by

____________________________________________________________________________________________________________________________
and to receive the same when so signed to the credit of, or payment to, the payee or any other holder without inquiry as to the
circumstances of issue or the disposition or proceeds, whether drawn to the individual order or tendered in payment of individual
obligations of the persons above named or other officers of this corporation or organization or otherwise.

Certificate

I hereby certify that the foregoing resolutions are in conformity with the Charter and By-Laws or other empowering documents of the

____________________________________________________________________________________________________________________________
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

and were adopted at a meeting of the Board of Directors or Trustees of the organization or corporation duly called and held on
_________________ at which a quorum was present and acting throughout, and that the same are now in full force and effect.
I further certify that the following is (are) duly elected officer(s) of the corporation or organization, authorized to act in
accordance with the foregoing resolutions.

Name Title

________________________________________________________________ _______________________________________________________

Witness my hand and seal of the corporation or organization this________________day of_____________________________, 19_______

________________________________________________________________ _______________________________________________________
*Secretary-Clerk Other Authorized Officer (if required)

*If the Secretary or other recording officer is authorized to act by the above resolutions, this certificate must also be signed by
another officer.

</TABLE>
<PAGE>

October 2, 1995

MIDWEST TRUST
ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND

SUPPLEMENT TO PROSPECTUS DATED MAY 2, 1995

Effective immediately, Class A shares purchased at net asset value
totaling $1 million or more, including subsequent purchases made after
the initial $1 million, will be subject to a .50% contingent deferred
sales load if a dealer's commission was paid by the Adviser and the
shares are redeemed within twelve months from the date of purchase. The
Adviser intends to pay a commission of .50% of the purchase amount to
participating unaffiliated dealers at the time the investor purchases
Class A shares at net asset value in amounts totaling $1 million or
more. In order to recover commissions paid to unaffiliated dealers,
the contingent deferred sales load imposed on redemptions of such
shares is retained by the Adviser. An exchange from other Midwest
Group funds will not qualify for payment of the dealer's commission,
unless such exchange is from a Midwest Group fund with assets as to
which a dealer's commission or similar payment has not been previously
paid. Purchases of Class A shares made before October 1, 1995 are not
subject to the contingent deferred sales load. If a purchase of Class
A shares is subject to the contingent deferred sales load, the
investor will be so notified on the confirmation statement for such
purchase.

The contingent deferred sales load is imposed on such Class A
shares if an investor redeems an amount which causes the current value
of the investor's account to fall below the total dollar amount of
purchase payments subject to the deferred sales load, except that no
such charge is imposed if the shares redeemed have been acquired
through the reinvestment of dividends or capital gains distributions
or to the extent the amount redeemed is derived from increases in the
value of the account above the amount of purchase payments subject to
the deferred sales load.

Redemptions of such Class A shares held for at least 12 months
will not be subject to the contingent deferred sales load and an
exchange of such Class A shares into another Midwest Group fund is not
treated as a redemption and will not trigger the imposition of the
contingent deferred sales load at the time of such exchange. A fund
will "tack" the period for which such Class A shares being exchanged
were held onto the holding period of the acquired shares for purposes
of determining if a contingent deferred sales load is applicable in
the event that the acquired shares are redeemed following the
exchange. However, the period of time that the redemption proceeds of
such Class A shares are held in a money market fund will not count
toward the holding period for determining whether a contingent
deferred sales load is applicable. (See "Exchange Privilege" in the
Prospectus.)

The contingent deferred sales load on such Class A shares is
currently waived for any partial or complete redemption following
death or disability (as defined in the Internal Revenue Code of 1986,
as amended) of a shareholder (including one who owns the shares with
his or her spouse as a joint tenant with rights of survivorship) from
an account in which the deceased or disabled is named. The Adviser
may require documentation prior to waiver of the charge, including
death certificates, physicians' certificates, etc.

Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . 2% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) . . . None* 1%
Sales Load Imposed on Reinvested Dividends . . . . None None
Exchange Fee . . . . . . . . . . . . . . . . . . . None None
Redemption Fee. . . . . . . . . . . . . . . . . . None** None**
Check Redemption Processing Fee(per check):
First Six Checks per Month . . . . . . . . . . . None None
Additional Checks per Month. . . . . . . . . . . $0.25 $0.25

* Purchases at net asset value of amounts totaling $1 million or more may
be subject to a contingent deferred sales load of .50% if a redemption
occurred within 12 months of purchase and a commission was paid by the
Adviser to a participating unaffiliated dealer.
** A wire transfer fee is charged by the Fund's Custodian in the case of
redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

HOW TO PURCHASE SHARES - CLASS A SHARES. The table of sales loads for
investors whose accounts are opened after January 31, 1995 in the section
entitled "How to Purchase Shares - Class A Shares" on page 10 has been
revised as set forth below:

Class A shares of the Fund are purchased at the public offering price.
The public offering price of Class A shares applicable to investors whose
accounts are opened after January 31, 1995 is the next determined net asset
value per share plus a sales load as shown in the following table.

Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price*
- -------------------- -------- -------- --------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 .75 .76 .65
$1,000,000 or more None** None**

* During the period from October 1, 1995 through December 31, 1995, the
Adviser will reallow the entire amount of the sales load to
unaffiliated dealers responsible for sales of Class A shares during
such period.
** There is no front-end sales load on purchases of $1 million or more but
a contingent deferred sales load of .50% may apply with respect to
Class A shares if a commission was paid by the Adviser to a
participating unaffiliated dealer and the shares are redeemed within
twelve months from the date of purchase.

<PAGE>
PROSPECTUS
May 2, 1995

Midwest Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND

The Adjustable Rate U.S. Government Securities Fund (the "Fund"), a
separate series of Midwest Trust, seeks high current income, consistent
with lower volatility of principal, by investing primarily in mortgage-
backed securities created from pools of adjustable rate mortgages which are
issued or guaranteed by the United States Government, its agencies or
instrumentalities.

The Fund offers two classes of shares: Class A shares (sold subject to
a maximum 2% front-end sales load and a 12b-1 fee of up to .35% of average
daily net assets) and Class C shares (sold subject to a 1% contingent
deferred sales load for a one-year period and a 12b-1 fee of up to 1% of
average daily net assets). Each Class A and Class C share of the Fund
represents identical interests in the Fund's investment portfolio and has
the same rights, except that (i) Class C shares bear the expenses of higher
distribution fees, which will cause Class C shares to have a higher expense
ratio and to pay lower dividends than those related to Class A shares; (ii)
certain other class specific expenses will be borne solely by the class to
which such expenses are attributable; and (iii) each class has exclusive
voting rights with respect to matters relating to its own distribution
arrangements.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

Midwest Group Financial Services, Inc. (the "Adviser") manages the
Fund's investments after consultation with Hanover Capital Advisors Inc.
(see "Operation of the Fund").

This Prospectus sets forth concisely the information about the Fund
that you should know before investing. Please retain this Prospectus for
future reference. A Statement of Additional Information dated May 2, 1995
has been filed with the Securities and Exchange Commission and is hereby
incorporated by reference in its entirety. A copy of the Statement of
Additional Information can be obtained at no charge by calling one of the
numbers listed below.

- ----------------------------------------------------------------
For Information or Assistance in Opening an Account, Please Call:

Nationwide (Toll-Free) . . . . . . . . . . . . . . 800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . 513-629-2050
- ----------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

EXPENSE INFORMATION
- ------------------- Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . 2% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) None 1%
Sales Load Imposed on Reinvested Dividends. None None
Exchange Fee. . . . . . . . . . . . . . . None None
Wire Redemption Processing Fee. . . . . . $8.00 $8.00
Check Redemption Processing Fee (per check):
First Six Checks per Month . . . . . . None None
Additional Checks per Month. . . . . . $0.25 $0.25

Annual Fund Operating Expenses (as a percentage of average net
- ------------------------------
assets)
Class A Class C
Shares Shares
------- -------
Management Fees After Waivers(A) .40% .40%
12b-1 Fees(B) .02% .52%
Other Expenses .26% .26%
---- -----
Total Fund Operating Expenses After .68% 1.18%
Waivers(C) ==== =====

(A) Absent waivers of management fees, such fees would have been .50% for
the fiscal year ended September 30, 1994.
(B) Class A shares may incur 12b-1 fees in an amount up to .35% of average
net assets and Class C shares may incur 12b-1 fees in an amount up to
1.00% of average net assets. Long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales loads permitted
by the National Association of Securities Dealers.
(C) Absent waivers of management fees, total Fund operating expenses would
have been .78% and 1.28% for Class A shares and Class C shares,
respectively.

The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear
directly or indirectly. The percentages expressing annual fund operating
expenses of Class A shares are based on amounts incurred during the most
recent fiscal year. The percentages expressing annual fund operating
expenses of Class C shares are based on estimated amounts for the current
fiscal year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

Example
- -------
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: Class A Shares Class C Shares
-------------- --------------
1 Year $ 27 $ 22
3 Years 41 37
5 Years 57 65
10 Years 103 143

FINANCIAL HIGHLIGHTS
- --------------------
The following information, which has been audited by Arthur Andersen
LLP, is an integral part of the audited financial statements and should be
read in conjunction with the financial statements. The financial
statements as of September 30, 1994 and related auditors' report appear in
the Statement of Additional Information of the Fund, which can be obtained
by shareholders at no charge by calling MGF Service Corp. (Nationwide call
toll-free 800-543-0407, in Cincinnati call 629-2050) or by writing to the
Trust at the address on the front of this Prospectus. The following
information pertains only to Class A shares of the Fund. Information is
not available for Class C shares since their initial public offering did
not commence until May 2, 1995.

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Year Period
Ended Ended
Sept. 30, 1994 Sept. 30, 1993(A)
-------------- --------------
Net asset value at beginning of period.... $10.01 $10.00
------ ------
Income from investment operations:
Net investment income................... 0.39 0.28
Net realized and unrealized
gains (losses) on investments......... (0.18) 0.01
------ ----
Total from investment operations.......... 0.21 0.29
------ ----
Less distributions:
Dividends from net investment income 0.39 0.28
Distributions from net realized gains 0.01 -
----- ----
Total distributions....................... 0.40 0.28
----- ----
Net asset value at end of period.......... $9.82 $10.01
===== ======
Total return(B)........................... 2.09% 4.56%(D)
===== ======
Net assets at end of period (000's)....... $37,572 $24,400
======= =======
Ratios net of fees waived and expenses
reimbursed by the Adviser(C):
Ratio of expenses to average net assets 0.68% 0.22%(D)
Ratio of net investment income to
average net assets...................... 3.91% 4.17%(D)

Ratios assuming no waiver of fees or
reimbursement of expenses by the Adviser:
Ratio of expenses to average net assets.. 0.78% 1.18%(D)
Ratio of net investment income to
average net assets...................... 3.81% 3.20%(D)

Portfolio turnover rate.................... 81% 170%(D)

[FN]
(A) Represents the period from the initial public offering of shares
(February 10, 1993) through September 30, 1993.
(B) The total returns shown do not include the effect of applicable front-
end sales loads.
(C) The Adviser has periodically absorbed expenses of the Fund through
waiver of the investment advisory fee and reimbursement of other
operating expenses.
(D) Annualized.
[/FN]

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------
The Fund is a series of Midwest Trust (the "Trust").
The Fund seeks high current income, consistent with lower
volatility of principal. The Fund seeks to achieve its
investment objective by investing primarily in mortgage-
backed securities created from pools of adjustable rate
mortgages which are guaranteed as to principal and interest
by the United States Government, its agencies or
instrumentalities.

The Fund is not intended to be a complete investment
program, and there is no assurance that its investment
objective can be achieved. The Fund's investment objective
is fundamental and as such may not be changed without the
affirmative vote of a majority of the outstanding shares of
the Fund. The term "majority" of the outstanding shares
means the lesser of (1) 67% or more of the outstanding
shares of the Fund present at a meeting, if the holders of
more than 50% of the outstanding shares of the Fund are
present or represented at such meeting or (2) more than 50%
of the outstanding shares of the Fund. Unless otherwise
indicated, all investment practices and limitations of the
Fund are nonfundamental policies which may be changed by the
Board of Trustees without shareholder approval.

Under normal circumstances, at least 65% of the Fund's
total assets will be invested in adjustable rate mortgage
securities (collectively, "mortgage-related securities"),
which have interest rates that are reset at periodic
intervals and which are issued or guaranteed by the U.S.
Government or its agencies or instrumentalities. It is
anticipated that by investing primarily in mortgage-related
securities which have variable rates of interest, the Fund
will achieve a less volatile net asset value than is
characteristic of mutual funds that invest primarily in
mortgage-related securities paying a fixed rate of interest.
Mortgage-related securities eligible for purchase by the
Fund are described below.

The market value of investments available to the Fund,
and therefore the Fund's yield and net asset value, will
fluctuate due to changes in earnings, economic conditions,
quality ratings and other factors beyond the control of the
Adviser. Mortgage-related securities and other debt
securities are subject to price fluctuations based upon
changes in the level of interest rates, which will generally
result in all those securities changing in price in the same
way, i.e., all those securities experiencing appreciation
when interest rates decline and depreciation when interest
rates rise. In addition, the prepayment experience of the
mortgages underlying mortgage-related securities may affect
the value of, and the return on an investment in, such
securities.

In addition to mortgage-related securities, the Fund may
invest in all types of U.S. Government obligations
(described below). For defensive or liquidity purposes, the
Fund may temporarily hold up to 10% of its assets in short-
term obligations such as bank debt instruments (certificates
of deposit, bankers' acceptances and time deposits) or
repurchase agreements collateralized by U.S. Government
obligations.

It is the current policy of the Fund to limit its
investments and transactions to those investments and
transactions permissible for Federal credit unions pursuant
to 12 U.S.C. Section 1757(7) and (8) and 12 CFR Part 703.
If this policy is changed as to permit the Fund to make
portfolio investments and engage in transactions not
permissible for Federal credit unions, the Trust will so
notify all Federal credit union shareholders.

MORTGAGE-RELATED SECURITIES. Mortgage-related
securities include GNMA Certificates, FHLMC Certificates and
FNMA Certificates.

GNMA Certificates are U.S. Government obligations
guaranteed by the Government National Mortgage Association
(the GNMA) and are mortgage-backed securities representing
part ownership of a pool of mortgage loans. The pool of
mortgage loans underlying the GNMA Certificates is assembled
by the issuer, usually a private mortgage lender. The loans
in the pool, issued by lenders such as mortgage bankers,
commercial banks and savings and loan associations, are
either insured by the Federal Housing Administration or the
Farmers' Home Administration or guaranteed by the Veterans
Administration. If the pool is approved by the GNMA, GNMA
Certificates are issued and sold to investors such as the
Fund. The Fund will invest only in GNMA Certificates of the
pass-through type. This type of GNMA Certificate entitles
the holder to receive all interest and principal payments
owed on the pool of mortgage loans, net of fees paid to the
issuer and the GNMA. In addition, the timely payment of
interest and principal on this type of GNMA Certificate is
guaranteed by the GNMA, even in the event of the foreclosure
of underlying mortgage loans. The GNMA guarantee is backed
by the full faith and credit of the United States. However,
shares of the Fund are not guaranteed or backed by either
the GNMA or the United States.

Most of the pass-through mortgage securities in which
the Fund invests will be adjustable rate mortgage securities
("ARMS"). ARMS are collateralized by adjustable rather than
fixed-rate mortgages. The ARMS in which the Fund invests
are actively traded. Generally, adjustable rate mortgages
have a specified maturity date and amortize principal over
their life. In periods of declining interest rates there is
a reasonable likelihood that ARMS will experience increased
rates of prepayment of principal. However, the major
difference between ARMS and fixed-rate mortgage securities
is that the interest rate can and does change in accordance
with movements in a particular, pre-specified, published
interest rate index. There are two main categories of
indices: those based on U.S. Treasury obligations and those
derived from a calculated measure, such as a cost of funds
index or a moving average of mortgage rates. The amount of
interest on an adjustable rate mortgage is calculated by
adding a specified amount to the applicable index, subject
to limitations on the maximum and minimum interest that is
charged during the life of the mortgage or to maximum and
minimum changes to that interest rate during a given period.
Because the interest rate on ARMS generally moves in the
same direction as market interest rates, the market value of
ARMS tends to be more stable than that of fixed-rate
mortgage securities and ARMS tend to experience lower rates
of prepayment of principal than fixed-rate mortgage
securities. However, ARMS are also less likely than fixed-
rate mortgage securities of comparable quality and maturity
to increase significantly in value during periods of
declining interest rates.

The adjustable interest rate feature of the mortgages
underlying ARMS will generally act as a buffer to reduce
sharp changes in the Fund's net asset value in response to
normal interest rate fluctuations. As the interest rates on
the mortgages underling ARMS are reset periodically, yields
of portfolio securities will gradually align themselves to
reflect changes in market rates and should cause the net
asset value of the Fund to fluctuate less dramatically than
it would if the Fund invested in more traditional long-term,
fixed-rate debt securities. However, during the periods of
rising interest rates, changes in the coupon rate lag behind
changes in the market rate resulting in possibly a slightly
lower net asset value until the coupon resets to market
rates. Thus, investors could suffer some principal loss if
they sold their shares of the Fund before the interest rates
on the underlying mortgages are adjusted to reflect current
market rates.

The underlying mortgages which collateralize the ARMS in
which the Fund invests will frequently have caps and floors
which limit the maximum amount by which the loan rate to the
residential borrower may change up or down (1) per reset or
adjustment interval and (2) over the life of the loan. Some
residential mortgage loans restrict periodic adjustments by
limiting changes in the borrower's monthly principal and
interest payments rather than limiting interest rate
changes. These payment caps may result in negative
amortization. The value of mortgage-related securities in
which the Fund invests may be affected if market interest
rates rise or fall faster and farther than the allowable
caps or floors on the underlying residential mortgage loans.
Additionally, even though the interest rates on the
underlying residential mortgages are adjustable,
amortization and prepayments may occur, thereby causing the
effective maturities of the mortgage-related securities in
which the Fund invests to be shorter than the maturities
stated in the underlying mortgages.

U.S. GOVERNMENT OBLIGATIONS. "U.S. Government
obligations" include securities which are issued or
guaranteed by the United States Treasury, by various
agencies of the United States Government, and by various
instrumentalities which have been established or sponsored
by the United States Government. U.S. Treasury obligations
are backed by the "full faith and credit" of the United
States Government. Other U.S. Government obligations may or
may not be backed by the "full faith and credit" of the
United States. In the case of securities not backed by the
"full faith and credit" of the United States, the investor
must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment, and may not be able
to assert a claim against the United States in the event the
agency or instrumentality does not meet its commitments.

The Fund may invest in securities issued or guaranteed
by any of the entities listed above or by any other agency
or instrumentality established or sponsored by the United
States Government, provided that the securities are
otherwise permissible investments of the Fund. Certain U.S.
Government obligations which have a variable rate of
interest readjusted no less frequently than annually will be
deemed to have a maturity equal to the period remaining
until the next readjustment of the interest rate.

Other Investment Techniques
- ---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:

DELAYED SETTLEMENT TRANSACTIONS. Obligations issued on
a when-issued or to-be-announced basis are settled by
delivery and payment after the date of the transaction,
usually within 15 to 45 days. In a to-be-announced
transaction, the Fund has committed to purchasing or selling
securities for which all specific information is not yet
known at the time of the trade, particularly the face amount
in transactions involving mortgage-related securities. The
Fund will only make commitments to purchase obligations on a
when-issued or to-be-announced basis with the intention of
actually acquiring the obligations, but the Fund may sell
these securities before the settlement date if it is deemed
advisable as a matter of investment strategy or in order to
meet its obligations, although it would not normally expect
to do so. The Fund will not enter into a delayed settlement
transaction which settles in more than 120 days.

Purchases of securities on a when-issued or to-be-
announced basis are subject to market fluctuations and their
current value is determined in the same manner as other
portfolio securities. When effecting such purchases for the
Fund, a segregated account of cash or U.S. Government
obligations of the Fund in an amount sufficient to make
payment for the portfolio securities to be purchased will be
maintained with the Fund's Custodian at the trade date and
valued daily at market for the purpose of determining the
adequacy of the securities in the account. If the market
value of segregated securities declines, additional cash or
U.S. Government obligations will be segregated on a daily
basis so that the market value of the Fund's segregated
assets will equal the amount of the Fund's commitments to
purchase when-issued obligations and securities on a to-be-
announced basis. The Fund's purchase of securities on a
when-issued or to-be-announced basis may increase its
overall investment exposure and involves a risk of loss if
the value of the securities declines prior to the settlement
date or if the broker-dealer selling the securities fails to
deliver after the value of the securities has risen.

REPURCHASE AGREEMENTS. Repurchase agreements are
transactions by which the Fund purchases a security and
simultaneously commits to resell that security to the seller
at an agreed upon time and price, thereby determining the
yield during the term of the agreement. In the event of a
bankruptcy or other default of the seller of a repurchase
agreement, the Fund could experience both delays in
liquidating the underlying security and losses. To minimize
these possibilities, the Fund intends to enter into
repurchase agreements only with its Custodian, banks having
assets in excess of $10 billion and the largest and, in the
Board of Trustees' judgment, most creditworthy primary U.S.
Government securities dealers. The Fund may only enter into
repurchase agreements collateralized by U.S. Government
obligations. Collateral for repurchase agreements is held
in safekeeping in the customer-only account of the Fund's
Custodian at the Federal Reserve Bank. At the time the Fund
enters into a repurchase agreement, the value of the
collateral, including accrued interest, will equal or exceed
the value of the repurchase agreement and, in the case of a
repurchase agreement exceeding one day, the seller agrees to
maintain sufficient collateral so that the value of the
underlying collateral, including accrued interest, will at
all times equal or exceed the value of the repurchase
agreement. The Fund will not enter into a repurchase
agreement not terminable within seven days if, as a result
thereof, more than 15% of the value of the net assets of the
Fund would be invested in such securities and other illiquid
securities.

BORROWING AND PLEDGING. As a temporary measure for
extraordinary or emergency purposes, the Fund may borrow
money from banks or other persons in an amount not exceeding
10% of its total assets. The Fund may pledge assets in
connection with borrowings but will not pledge more than 15%
of its total assets. The Fund will not make any additional
purchases of portfolio securities if outstanding borrowings
exceed 5% of the value of its total assets. Borrowing
magnifies the potential for gain or loss on the Fund's
portfolio securities and, therefore, if employed, increases
the possibility of fluctuation in its net asset value. This
is the speculative factor known as leverage. To reduce the
risks of borrowing, the Fund will limit its borrowings as
described above. The Fund's policies on borrowing and
pledging are fundamental policies which may not be changed
without the affirmative vote of a majority of its
outstanding shares.

LENDING PORTFOLIO SECURITIES. The Fund may make short-
term loans of its portfolio securities to banks, brokers and
dealers. Lending portfolio securities exposes the Fund to
the risk that the borrower may fail to return the loaned
securities or may not be able to provide additional
collateral or that the Fund may experience delays in
recovery of the loaned securities or loss of rights in the
collateral if the borrower fails financially. To minimize
these risks, the borrower must agree to maintain collateral
marked to market daily, in the form of cash or U.S.
Government obligations, with the Fund's Custodian in an
amount at least equal to the market value of the loaned
securities. The Fund will limit the amount of its loans of
portfolio securities to no more than 25% of its net assets.
This lending policy may not be changed without the
affirmative vote of a majority of its outstanding shares.

PORTFOLIO TURNOVER. The Fund does not intend to use
short-term trading as a primary means of achieving its
investment objective. However, the Fund's rate of portfolio
turnover will depend upon market and other conditions, and
it will not be a limiting factor when portfolio changes are
deemed necessary or appropriate by the Adviser. The
portfolio turnover of the Fund may be greater than that of
many other mutual funds. High turnover involves
correspondingly greater commission expenses and transaction
costs and increases the possibility that the Fund would not
qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code. The Fund will not qualify as
a regulated investment company if it derives 30% or more of
its gross income from gains (without offset for losses) from
the sale or other disposition of securities held for less
than three months. High turnover may result in the Fund
recognizing greater amounts of income and capital gains,
which would increase the amount of income and capital gains
which the Fund must distribute to its shareholders in order
to maintain its status as a regulated investment company and
to avoid the imposition of federal income or excise taxes
(see "Taxes").

HOW TO PURCHASE SHARES
- ----------------------
Your initial investment in the Fund ordinarily must be
at least $1,000 ($250 for tax-deferred retirement plans).
You may purchase additional shares through the Open Account
Program described below. You may open an account and make
an initial investment through securities dealers having a
sales agreement with the Trust's principal underwriter,
Midwest Group Financial Services, Inc. (the "Adviser"). You
may also make a direct initial investment by sending a check
and a completed account application form to MGF Service
Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354. Checks
should be made payable to the "Adjustable Rate U.S.
Government Securities Fund." An account application is
included in this Prospectus.

The Trust mails you confirmations of all purchases or
redemptions of Fund shares. Certificates representing
shares are not ordinarily issued, but you may receive a
certificate without charge by sending a written request to
MGF Service Corp. Certificates for fractional shares will
not be issued. If a certificate has been issued to you, you
will not be permitted to redeem shares by check, to redeem
or exchange shares by telephone, or to use the automatic
withdrawal plan as to those shares. The Trust and the
Adviser reserve the rights to limit the amount of
investments and to refuse to sell to any person.

Investors should be aware that the Fund's account
application contains provisions in favor of the Trust, MGF
Service Corp. and certain of their affiliates, excluding
such entities from certain liabilities (including, among
others, losses resulting from unauthorized shareholder
transactions) relating to the various services (for example,
telephone redemptions and exchanges and check redemptions)
made available to investors.

OPEN ACCOUNT PROGRAM. Please direct inquiries
concerning the services described in this section to MGF
Service Corp. at the address or numbers listed below.

After an initial investment, all investors are
considered participants in the Open Account Program. The
Open Account Program helps investors make purchases of
shares of the Fund over a period of years and permits the
automatic reinvestment of dividends and distributions of the
Fund in additional shares without a sales load.

Under the Open Account Program, you may purchase and add
shares to your account at any time either through your
securities dealer or by sending a check to MGF Service
Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354. The
check should be made payable to the "Adjustable Rate U.S.
Government Securities Fund."

Under the Open Account Program, you may also purchase
shares of the Fund by bank wire. Please telephone MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050) for instructions. Your bank may
impose a charge for sending your wire. There is presently
no fee for receipt of wired funds, but MGF Service Corp.
reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

Each additional purchase request must contain the name
of your account and your account number to permit proper
crediting to your account. While there is no minimum amount
required for subsequent investments, the Trust reserves the
right to impose such requirement. All purchases under the
Open Account Program are made at the public offering price
next determined after receipt of a purchase order by the
Trust. If a broker-dealer received concessions for selling
shares of the Fund to a current shareholder, such broker-
dealer will receive the concessions described above with
respect to additional investments by the shareholder.

SALES LOAD ALTERNATIVES
- -----------------------
The Fund offers two classes of shares which may be
purchased at the election of the purchaser. The two classes
of shares each represent interests in the same portfolio of
investments of the Fund, have the same rights and are
identical in all material respects except that (i) Class C
shares bear the expenses of higher distribution fees; (ii)
certain other class specific expenses will be borne solely
by the class to which such expenses are attributable,
including transfer agent fees attributable to a specific
class of shares, printing and postage expenses related to
preparing and distributing materials to current shareholders
of a specific class, registration fees incurred by a
specific class of shares, the expenses of administrative
personnel and services required to support the shareholders
of a specific class, litigation or other legal expenses
relating to a class of shares, Trustees' fees or expenses
incurred as a result of issues relating to a specific class
of shares and accounting fees and expenses relating to a
specific class of shares; and (iii) each class has exclusive
voting rights with respect to matters relating to its own
distribution arrangements. The net income attributable to
Class C shares and the dividends payable on Class C shares
will be reduced by the amount of the incremental expenses
associated with the distribution fee (see "Distribution
Plans"). Shares of the Fund purchased prior to May 2, 1995
are Class A shares.

In addition to the compensation otherwise paid to
securities dealers, the Adviser may from time to time pay
from its own resources additional cash bonuses or other
incentives to selected dealers in connection with the sale
of shares of the Fund. On some occasions, such bonuses or
incentives may be conditioned upon the sale of a specified
minimum dollar amount of the shares of the Fund and/or other
funds in the Midwest Group during a specific period of time.
Such bonuses or incentives may include financial assistance
to dealers in connection with conferences, sales or training
programs for their employees, seminars for the public,
advertising, sales campaigns and other dealer-sponsored
programs or events.

Class A Shares
- --------------
Class A shares of the Fund are purchased at the public
offering price. The public offering price of Class A shares
applicable to investors whose accounts are opened after
January 31, 1995 is the next determined net asset value per
share plus a sales load as shown in the following table.
Dealer
Sales Load Reallowance
as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
- -------------------- --------- -------- --------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50% 1.52% 1.35%
$250,000 but less than $500,000 1.00% 1.01% .90%
$500,000 but less than $1,000,000 .75% .76% .65%
$1,000,000 or more None None None

The public offering price of Class A shares applicable
to investors whose accounts were opened prior to February 1,
1995 is the next determined net asset value per share plus a
sales load as shown in the following table.
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
- -------------------- -------- -------- -----------
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less
than $1,000,000 .75 .76 .75
$1,000,000 or more None None None

Under certain circumstances, the Adviser may increase or
decrease the reallowance to dealers. Dealers engaged in the
sale of shares of the Fund may be deemed to be underwriters
under the Securities Act of 1933. The Adviser retains the
entire sales load on all direct initial investments in the
Fund and on all investments in accounts with no designated
dealer of record.

Class A shares of the Fund are sold on a continuous
basis at the public offering price next determined after
receipt of a purchase order by the Trust. Purchase orders
received by dealers prior to 4:00 p.m., Eastern time, on any
business day and transmitted to the Adviser by 5:00 p.m.,
Eastern time, that day are confirmed at the public offering
price determined as of the close of the regular session of
trading on the New York Stock Exchange on that day. It is
the responsibility of dealers to transmit properly completed
orders so that they will be received by the Adviser by 5:00
p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF
Service Corp. by 4:00 p.m., Eastern time, are confirmed at
that day's public offering price. Direct investments
received by MGF Service Corp. after 4:00 p.m. and orders
received from dealers after 5:00 p.m. are confirmed at the
public offering price next determined on the following
business day.

PURCHASES AT NET ASSET VALUE. You may purchase Class A
shares of the Fund at net asset value when the payment for
your investment represents the proceeds from the redemption
of shares of any other mutual fund which has a front-end
sales load and is not distributed by the Adviser. Your
investment will qualify for this provision if the purchase
price of the shares of the other fund included a sales load
and the redemption occurred within one year of the purchase
of such shares and no more than sixty days prior to your
purchase of Class A shares of the Fund. To make a purchase
at net asset value pursuant to this provision, you must
submit photocopies of the confirmations (or similar
evidence) showing the purchase and redemption of shares of
the other fund. Your payment may be made with the
redemption check representing the proceeds of the shares
redeemed, endorsed to the order of the "Adjustable Rate U.S.
Government Securities Fund." The redemption of shares of
the other fund is, for federal income tax purposes, a sale
on which you may realize a gain or loss. These provisions
may be modified or terminated at any time. Contact your
securities dealer or the Trust for further information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase Class A shares of the Fund at
net asset value. To the extent permitted by regulatory
authorities, a bank trust department may charge fees to
clients for whose account it purchases shares at net asset
value. Federal and state credit unions may also purchase
Class A shares at net asset value.

In addition, Class A shares of the Fund may be purchased
at net asset value by broker-dealers who have a sales
agreement with the Adviser, and their registered personnel
and employees, including members of the immediate families
of such registered personnel and employees.

Clients of municipal fund advisers, public finance
investment specialists, municipal reinvestment brokers,
authorities and trustees may purchase Class A shares of the
Fund at net asset value if the permitted investment section
of the trust indenture can be interpreted with an
accompanying opinion by the issuer or trustee counsel.

Clients of investment advisers and financial planners
may also purchase Class A shares of the Fund at net asset
value if their investment adviser or financial planner has
made arrangements to permit them to do so with the Trust and
the Adviser. The investment adviser or financial planner
must notify MGF Service Corp. that an investment qualifies
as a purchase at net asset value.

ADDITIONAL INFORMATION. For purposes of determining the
applicable sales load and for purposes of the Letter of
Intent and Right of Accumulation privileges, a purchaser
includes an individual, his spouse and their children under
the age of 21, purchasing shares for his or their own
account; or a trustee or other fiduciary purchasing shares
for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer,
provided that economies of scale are realized through
remittances from a single source and quarterly confirmation
of such purchases; or an organized group, provided that the
purchases are made through a central administration, or a
single dealer, or by other means which result in economy of
sales effort or expense. Contact MGF Service Corp. for
additional information concerning purchases at net asset
value or at reduced sales loads.

Class C Shares
--------------
Class C shares of the Fund are sold on a continuous
basis at the net asset value next determined after receipt
of a purchase order by the Trust. Purchase orders received
by dealers prior to 4:00 p.m., Eastern time, on any business
day and transmitted to the Adviser by 5:00 p.m., Eastern
time, that day are confirmed at the net asset value
determined as of the close of the regular session of trading
on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed
orders so that they will be received by the Adviser by 5:00
p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF
Service Corp. by 4:00 p.m., Eastern time, are confirmed at
that day's net asset value. Direct investments received by
MGF Service Corp. after 4:00 p.m. and orders received from
dealers after 5:00 p.m. are confirmed at the net asset value
next determined on the following business day.

A contingent deferred sales load is imposed on Class C
shares if an investor redeems an amount which causes the
current value of the investor's account to fall below the
total dollar amount of purchase payments subject to the
deferred sales load, except that no such charge is imposed
if the shares redeemed have been acquired through the
reinvestment of dividends or capital gains distributions or
to the extent the amount redeemed is derived from increases
in the value of the account above the amount of purchase
payments subject to the deferred sales load.

Whether a contingent deferred sales load is imposed will
depend on the amount of time since the investor made a
purchase payment from which an amount is being redeemed.
Purchases are subject to the contingent deferred sales load
according to the following schedule:

Year Since Purchase Contingent Deferred
Payment was Made Sales Load
------------------- -------------------
First Year 1%
Thereafter None

The following example will illustrate the operation of
the contingent deferred sales load. Assume that an
individual opens an account and purchases 1,000 shares at
$10 per share and that six months later the net asset value
per share is $12 and, during such time, the investor has
acquired 50 additional shares through reinvestment of
distributions. If at such time the investor should redeem
450 shares (proceeds of $5,400), 50 shares will not be
subject to the load because of dividend reinvestment. With
respect to the remaining 400 shares, the load is applied
only to the original cost of $10 per share and not to the
increase in net asset value of $2 per share. Therefore,
$4,000 of the $5,400 redemption proceeds will be charged the
load. At the rate of 1%, the contingent deferred sales load
would be $40. In determining whether an amount is available
for redemption without incurring a deferred sales load, the
purchase payments made for all Class C shares in the
shareholder's account are aggregated, and the current value
of all such shares is aggregated.

Automatic Withdrawal Plan
-------------------------
If the shares in your account have a value of at least
$5,000, you may elect to receive, or may designate another
person to receive, monthly or quarterly payments in a
specified amount of not less than $50 each. There is no
charge for this service. Purchases of additional Class A
shares of the Fund while the plan is in effect are generally
undesirable because a sales load is incurred whenever
purchases are made.

Tax-Deferred Retirement Plans
-----------------------------
Shares of the Fund are available for purchase in
connection with the following tax-deferred retirement plans:

-- Keogh Plans for self-employed individuals

-- Individual retirement account (IRA) plans for
individuals and their non-employed spouses

-- Qualified pension and profit-sharing plans for
employees, including those profit-sharing plans
with a 401(k) provision

-- 403(b)(7) custodial accounts for employees of
public school systems, hospitals, colleges and
other non-profit organizations meeting certain
requirements of the Internal Revenue Code.

Direct Deposit Plans
--------------------
Shares of the Fund may be purchased through direct
deposit plans offered by certain employers and government
agencies. These plans enable a shareholder to have all or a
portion of his or her payroll or social security checks
transferred automatically to purchase shares of the Fund.

Automatic Investment Plan
-------------------------
You may make automatic monthly investments in the Fund
from your bank, savings and loan or other depository
institution account. The minimum initial and subsequent
investments must be $50 under the plan. MGF Service Corp.
pays the costs associated with these transfers, but reserves
the right, upon thirty days' written notice, to make
reasonable charges for this service. Your depository
institution may impose its own charge for debiting your
account which would reduce your return from an investment in
the Fund.

Reinvestment Privilege
----------------------
If you have redeemed Class A shares of the Fund, you may
reinvest all or part of the proceeds without any additional
sales load. This reinvestment must occur within thirty days
of the redemption and the privilege may only be exercised
once per year.

HOW TO REDEEM SHARES
- --------------------
You may redeem shares of the Fund on each day that the
Trust is open for business. You will receive the net asset
value per share next determined after receipt by MGF Service
Corp. of your redemption request in the form described
below, less, in the case of Class C shares, any applicable
contingent deferred sales load. Payment is normally made
within seven days after tender in such form, provided that
payment in redemption of shares purchased by check will be
effected only after the check has been collected, which may
take up to fifteen days from the purchase date. To
eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

A contingent deferred sales load may apply to a
redemption of Class C shares. (See "How to Purchase Shares -
Class C Shares.")

Written redemption requests may also direct that the
proceeds be deposited directly in the bank account or
brokerage account designated on your account application for
telephone redemptions. Proceeds of redemptions requested by
mail are mailed within seven days following receipt of
instructions in proper form.

BY CHECK. You may establish a special checking account
with the Fund for the purpose of redeeming shares by check.
Checks may be made payable to anyone for any amount, but
checks may not be certified.

If the amount of the check is greater than the value of
the shares held in your account, the check will be returned.
Shareholders of the Fund should consider potential
fluctuations in the net asset value of the Fund's shares
when writing checks. A check representing a redemption
request will take precedence over any other redemption
instructions issued by a shareholder.

Shareholders should be aware that writing a check (a
redemption of shares) is a taxable event. Shares for which
certificates have been issued may not be redeemed by check.

THROUGH BROKER-DEALERS. You may also redeem shares of
the Fund by placing a wire redemption request through a
securities broker or dealer. Unaffiliated broker-dealers
may impose a fee on the shareholder for this service. You
will receive the net asset value per share next determined
after receipt by the Trust or its agent of your wire
redemption request. It is the responsibility of broker-
dealers to properly transmit wire redemption orders.

If a certificate for shares of the Fund was issued, it
must be delivered to MGF Service Corp., or the dealer in the
case of a wire redemption, duly endorsed or accompanied by a
duly endorsed stock power, with the signature guaranteed by
any of the eligible guarantor institutions outlined above.

At the discretion of the Trust or MGF Service Corp.,
corporate investors and other associations may be required
to furnish an appropriate certification authorizing
redemptions to ensure proper authorization. The Trust
reserves the right to require you to close your account if
at any time the value of your shares is less than $1,000
(based on actual amounts invested including any sales load
paid, unaffected by market fluctuations), or $250 in the
case of tax-deferred retirement plans, or such other minimum
amount as the Trust may determine from time to time. After
notification to you of the Trust's intention to close your
account, you will be given thirty days to increase the value
of your account to the minimum amount.

EXCHANGE PRIVILEGE
- ------------------
Shares of the Fund and of any other fund of the Midwest
Group of Funds may be exchanged for each other.

Class A shares of the Fund may be exchanged for Class A
shares of any other fund and for shares of any other fund
which offers only one class of shares (provided such fund
does not impose a contingent deferred sales load). A sales
load will be imposed equal to the excess, if any, of the
sales load rate applicable to the shares being acquired over
the sales load rate, if any, previously paid on the shares
being exchanged.

Class C shares of the Fund may be exchanged, on the
basis of relative net asset value per share, for Class C
shares of any other fund, for shares of any fund which is a
money market fund, and for shares of any other fund which
offers only one class of shares and which imposes a
contingent deferred sales load. A fund will "tack" the
period for which the shares being exchanged were held onto
the holding period of the acquired shares for purposes of
determining if a contingent deferred sales load is
applicable in the event that the acquired shares are
redeemed following the exchange. The period of time that
Class C shares are held in a money market fund will not
count toward the holding period for determining whether a
contingent deferred sales load is applicable.

The following are the funds of the Midwest Group of
Funds currently offered to the public. Funds sold with a
sales load are indicated by an asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
- ---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *Equity Fund
California Tax-Free Money Fund *Utility Fund
Royal Palm Florida Tax-Free *Treasury Total Return Fund
Money Fund
Government Housing Tax-Exempt Midwest Trust
Fund -------------
*Tax-Free Intermediate Term Fund Short Term Government Income Fund
*Ohio Insured Tax-Free Fund Institutional Government Income Fund
*Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

You may request an exchange by sending a written request to
MGF Service Corp. The request must be signed exactly as your
name appears on the Trust's account records. Exchanges may also
be requested by telephone. If you are unable to execute your
transaction by telephone (for example during times of unusual
market activity) consider requesting your exchange by mail or by
visiting the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202. An exchange will be effected at the next
determined net asset value (or offering price, if sales load is
applicable) after receipt of a request by MGF Service Corp.

Exchanges may only be made for shares of funds then offered
for sale in your state of residence and are subject to the
applicable minimum initial investment requirements. The exchange
privilege may be modified or terminated by the Board of Trustees
upon 60 days' prior notice to shareholders. An exchange results
in a sale of fund shares, which may cause you to recognize a
capital gain or loss. Before making an exchange, contact MGF
Service Corp. to obtain a current prospectus for any of the other
funds in the Midwest Group and more information about exchanges
among the Midwest Group of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of the Fund is declared as a
dividend to shareholders of record on each business day of the
Trust and paid monthly. The Fund expects to distribute any net
realized long-term capital gains at least once each year.
Management will determine the timing and frequency of the
distributions of any net realized short-term capital gains.

Distributions are paid according to one of the following
options:

Share Option - income distributions and capital gains
distributions reinvested in additional
shares.

Income Option - income distributions and short-term capital
gains distributions paid in cash; long-term
capital gains distributions reinvested in
additional shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

You should indicate your choice of option on your application.
If no option is specified on your application, distributions will
automatically be reinvested in additional shares. All
distributions will be based on the net asset value in effect on
the payable date.

If you select the Income Option or the Cash Option and the
U.S. Postal Service cannot deliver your checks or if your checks
remain uncashed for six months, your dividends may be reinvested
in your account at the then-current net asset value and your
account will be converted to the Share Option.

An investor in Class A shares who has received in cash any
dividend or capital gains distribution from the Fund may return
the distribution within thirty days of the distribution date to
MGF Service Corp. for reinvestment at the net asset value next
determined after its return. The investor or his dealer must
notify MGF Service Corp. that a distribution is being reinvested
pursuant to this provision.

TAXES
- -----
The Fund has qualified in all prior years and intends to
continue to qualify for the special tax treatment afforded a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and
capital gains distributed to shareholders. The Fund intends to
distribute substantially all of its net investment income and any
net realized capital gains to its shareholders. Distributions of
net investment income as well as from net realized short-term
capital gains, if any, are taxable as ordinary income. Since the
Fund's investment income is derived from interest rather than
dividends, no portion of such distributions is eligible for the
dividends received deduction available to corporations.
Distributions of net realized long-term capital gains are taxable
as long-term capital gains regardless of how long you have held
your Fund shares.

The Fund will mail to each of its shareholders a statement
indicating the amount and federal income tax status of all
distributions made during the year. In addition to federal
taxes, shareholders of the Fund may be subject to state and local
taxes on distributions. Shareholders should consult their tax
advisors about the tax effect of distributions and withdrawals
from the Fund and the use of the Automatic Withdrawal Plan and
the Exchange Privilege. The tax consequences described in this
section apply whether distributions are taken in cash or
reinvested in additional shares.

OPERATION OF THE FUND
- ---------------------
The Fund is a diversified series of Midwest Trust, an open-
end management investment company organized as a Massachusetts
business trust on December 7, 1980. The Board of Trustees
supervises the business activities of the Trust. Like other
mutual funds, the Trust retains various organizations to perform
specialized services for the Fund.

The Trust retains Midwest Group Financial Services, Inc.,
312 Walnut Street, Cincinnati, Ohio (the "Adviser"), to manage
the Fund's investments and its business affairs. The Adviser was
organized in 1974 and is also the investment adviser to four
other series of the Trust, seven series of Midwest Group Tax Free
Trust and four series of Midwest Strategic Trust. The Adviser is
a subsidiary of Leshner Financial, Inc., of which Robert H.
Leshner is the controlling shareholder. The Fund pays the
Adviser a fee equal to the annual rate of .5% of the average
value of its daily net assets up to $50 million; .45% of such
assets from $50 million to $150 million; .4% of such assets from
$150 million to $250 million; and .375% of such assets in excess
of $250 million.

Hanover Capital Advisors Inc., 90 West Street, New York, New
York ("Hanover"), reviews the Fund's portfolio holdings and
overall investment strategies. The Adviser retains Hanover to
recommend securities to be purchased for the Fund and to confer
with the Adviser regarding the credit and maturity guidelines for
investments in the Fund's portfolio. The Adviser pays a fee
equal to the annual rate of .25% of the average value of the
Fund's daily net assets up to $50 million; .225% of such assets
from $50 million to $150 million; .2% of such assets from $150 to
$250 million; and .1875% of such assets in excess of $250
million. The fee paid to Hanover is subject to reduction in the
event the Adviser waives or reimburses any portion of its
advisory fee in order to reduce the operating expenses of the
Fund. Hanover is a subsidiary of Hanover Capital Partners Ltd.,
the controlling shareholders of which are John A. Burchett and
George J. Ostendorf.

Bruce Chaiken, Assistant Vice President-Investments of the
Adviser, is primarily responsible for managing the portfolio of
the Fund. Mr. Chaiken has been employed by the Adviser and
affiliated companies in various capacities since 1987 and has
been managing the Fund's portfolio since June 1994. Irma N.
Tavares, Vice President of Hanover, is primarily responsible for
fulfilling Hanover's contractual obligations to the Adviser. Ms.
Tavares, who has been employed by Hanover since 1989, has been
managing the Fund's portfolio since its inception in February
1993.

The Trust has retained MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio, a subsidiary of Leshner Financial, Inc., to
serve as the Fund's transfer agent, dividend paying agent and
shareholder service agent.

MGF Service Corp. also provides accounting and pricing
services to the Fund. MGF Service Corp. receives a monthly fee
from the Fund for calculating daily net asset value per share and
maintaining such books and records as are necessary to enable it
to perform its duties.

In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Fund. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the
preparation of reports to shareholders and reports to and filings
with the Securities and Exchange Commission and state securities
authorities. The Adviser (not the Fund) pays MGF Service Corp. a
fee for these administrative services equal to one-fourth of its
advisory fee from the Fund.

The Adviser serves as principal underwriter for the Fund
and, as such, is the exclusive agent for the distribution of
shares of the Fund. Robert H. Leshner, Chairman and a director
of the Adviser, is President and a Trustee of the Trust. John F.
Splain, Secretary and General Counsel of the Adviser, is
Secretary of the Trust.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to its
objective of seeking best execution of portfolio transactions,
the Adviser may give consideration to sales of shares of the Fund
as a factor in the selection of brokers and dealers to execute
portfolio transactions of the Fund. Subject to the requirements
of the Investment Company Act of 1940 and procedures adopted by
the Board of Trustees, the Fund may execute portfolio
transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person of
the Trust or the Adviser.

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. Each class of
shares of the Fund shall vote separately on matters relating to
its plan of distribution pursuant to Rule 12b-1 (see
"Distribution Plans"). When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote
for each full share owned and fractional votes for fractional
shares owned. The Trust does not normally hold annual meetings
of shareholders. The Trustees shall promptly call and give
notice of a meeting of shareholders for the purpose of voting
upon the removal of any Trustee when requested to do so in
writing by shareholders holding 10% or more of the Trust's
outstanding shares. The Trust will comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 in order to
facilitate communications among shareholders.

DISTRIBUTION PLANS
- ------------------
CLASS A SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Fund has adopted a plan of distribution
(the "Class A Plan") under which Class A shares may directly
incur or reimburse the Adviser for certain distribution-related
expenses, including payments to securities dealers and others who
are engaged in the sale of shares of the Fund and who may be
advising investors regarding the purchase, sale or retention of
Fund shares; expenses of maintaining personnel who engage in or
support distribution of shares or who render shareholder support
services not otherwise provided by MGF Service Corp.; expenses of
formulating and implementing marketing and promotional
activities, including direct mail promotions and mass media
advertising; expenses of preparing, printing and distributing
sales literature and prospectuses and statements of additional
information and reports for recipients other than existing
shareholders of the Fund; expenses of obtaining such information,
analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable;
and any other expenses related to the distribution of the Fund's
Class A shares.

The annual limitation for payment of expenses pursuant to
the Class A Plan is .35% of the Fund's average daily net assets
allocable to Class A shares. Unreimbursed expenditures will not
be carried over from year to year. In the event the Class A Plan
is terminated by the Fund in accordance with its terms, the Fund
will not be required to make any payments for expenses incurred
by the Adviser after the date the Class A Plan terminates.

CLASS C SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Fund has adopted a plan of distribution
(the "Class C Plan") which provides for two categories of
payments. First, the Class C Plan provides for the payment to
the Adviser of an account maintenance fee, in an amount equal to
an annual rate of .25% of the Fund's average daily net assets
allocable to Class C shares, which may be paid to other dealers
based on the average value of Fund shares owned by clients of
such dealers. In addition, the Class C shares may directly incur
or reimburse the Adviser in an amount not to exceed .75% per
annum of the Fund's average daily net assets allocable to Class C
shares for expenses incurred in the distribution and promotion of
the Fund's Class C shares, including payments to securities
dealers and others who are engaged in the sale of shares of the
Fund and who may be advising investors regarding the purchase,
sale or retention of such shares; expenses of maintaining
personnel who engage in or support distribution of shares or who
render shareholder support services not otherwise provided by MGF
Service Corp.; expenses of formulating and implementing marketing
and promotional activities, including direct mail promotions and
mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of
additional information and reports for recipients other than
existing shareholders of the Fund; expenses of obtaining such
information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem
advisable; and any other expenses related to the distribution of
the Fund's Class C shares.

Unreimbursed expenditures will not be carried over from year
to year. In the event the Class C Plan is terminated by the Fund
in accordance with its terms, the Fund will not be required to
make any payments for expenses incurred by the Adviser after the
date the Class C Plan terminates. The Adviser may make payments
to dealers and other persons in an amount up to .75% per annum of
the average value of Class C shares owned by their clients, in
addition to the .25% account maintenance fee described above.

GENERAL. Pursuant to the Plans, the Fund may also make
payments to banks or other financial institutions that provide
shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business
of underwriting, selling or distributing securities. Although
the scope of this prohibition under the Glass-Steagall Act has
not been clearly defined by the courts or appropriate regulatory
agencies, management of the Trust believes that the Glass-
Steagall Act should not preclude a bank from providing such
services. However, state securities laws on this issue may
differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register
as dealers pursuant to state law. If a bank were prohibited from
continuing to perform all or a part of such services, management
of the Trust believes that there would be no material impact on
the Fund or its shareholders. Banks may charge their customers
fees for offering these services to the extent permitted by
applicable regulatory authorities, and the overall return to
those shareholders availing themselves of the bank services will
be lower than to those shareholders who do not. The Fund may
from time to time purchase securities issued by banks which
provide such services; however, in selecting investments for the
Fund, no preference will be shown for such securities.

The Securities and Exchange Commission recently adopted
amendments proposed by the National Association of Securities
Dealers to its Rules of Fair Practice relating to asset-based
sales charges of mutual funds. The amendments require fund-level
accounting in which all sales charges - front-end load, 12b-1
fees or contingent deferred load - terminate when a percentage of
gross sales is reached.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------
On each day that the Trust is open for business, the share
price (net asset value) of Class C shares and the public offering
price (net asset value plus applicable sales load) of Class A
shares of the Fund is determined as of the close of the regular
session of trading on the New York Stock Exchange, currently 4:00
p.m., Eastern time. The Trust is open for business on each day
the New York Stock Exchange is open for business and on any other
day when there is sufficient trading in the Fund's investments
that its net asset value might be materially affected. The net
asset value per share of the Fund is calculated by dividing the
sum of the value of the securities held by the Fund plus cash or
other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding of the Fund,
rounded to the nearest cent.

The Fund's portfolio securities for which market quotations
are readily available are valued at their most recent bid prices
as obtained from one or more of the major market makers for such
securities. Securities (and other assets) for which market
quotations are not readily available are valued at their fair
value as determined in good faith in accordance with consistently
applied procedures established by and under the general
supervision of the Board of Trustees. The net asset value per
share of the Fund will fluctuate with the value of the securities
it holds.

PERFORMANCE INFORMATION
- -----------------------
From time to time, the Fund may advertise its "average
annual total return." The Fund may also advertise "yield." Both
yield and average annual total return figures are based on
historical earnings and are not intended to indicate future
performance. Total return and yield are computed separately for
Class A and Class C shares. The yield of Class A shares is
expected to be higher than the yield of Class C shares due to the
higher distribution fees imposed on Class C shares.

The "average annual total return" of the Fund refers to the
average annual compounded rates of return over the most recent 1,
5 and 10 year periods or, where the Fund has not been in
operation for such period, over the life of the Fund (which
periods will be stated in the advertisement) that would equate an
initial amount invested at the beginning of a stated period to
the ending redeemable value of the investment. The calculation
of "average annual total return" assumes the reinvestment of all
dividends and distributions and, for Class A shares, the
deduction of the current maximum sales load from the initial
investment. The Fund may also advertise total return (a
"nonstandardized quotation") which is calculated differently from
"average annual total return." A nonstandardized quotation of
total return may be a cumulative return which measures the
percentage change in the value of an account between the
beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains
distributions. A nonstandardized return may also indicate
average annual compounded rates of return over periods other than
those specified for "average annual total return." These
nonstandardized returns do not include the effect of the
applicable sales load which, if included, would reduce total
return. A nonstandardized quotation of total return will always
be accompanied by the Fund's "average annual total return" as
described above.

The "yield" of the Fund is computed by dividing the net
investment income per share earned during a thirty-day (or one
month) period stated in the advertisement by the maximum public
offering price per share on the last day of the period (using the
average number of shares entitled to receive dividends). The
yield formula assumes that net investment income is earned and
reinvested at a constant rate and annualized at the end of a six-
month period.

From time to time, the Fund may advertise its performance
rankings as published by recognized independent mutual fund
statistical services such as Lipper Analytical Services, Inc.
("Lipper"), or by publications of general interest such as
Forbes, Money, The Wall Street Journal, Business Week, Barron's,
Fortune or Morningstar Mutual Fund Values. The Fund may also
compare its performance to that of other selected mutual funds,
averages of the other mutual funds within its category as
determined by Lipper, or recognized indicators. In connection
with a ranking, the Fund may provide additional information, such
as the particular category of funds to which the ranking relates,
the number of funds in the category, the criteria upon which the
ranking is based, and the effect of fee waivers and/or expense
reimbursements, if any. The Fund may also present its
performance and other investment characteristics, such as
volatility, in light of the Adviser's view of current or
historical trends.

Further information about the Fund's performance is
contained in the Trust's annual report which can be obtained by
shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407, in Cincinnati call
629-2050) or by writing to the Trust at the address on the front
of this Prospectus.<PAGE>
<PAGE>

MIDWEST TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

BOARD OF TRUSTEES
Gary W. Heldman
James C. Krumme
H. Jerome Lerner
Robert H. Leshner
Oscar P. Robertson
G. William Rohde
Bruce J. Simpson

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

SHAREHOLDER SERVICE
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

RATE LINE
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999

</Page>
<PAGE>
TABLE OF CONTENTS

Expense Information . . . . . . . . . . . . . . . . . .
Financial Highlights. . . . . . . . . . . . . . . . . .
Investment Objective and Policies . . . . . . . . . . .
How to Purchase Shares. . . . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . . . . . . .
How to Redeem Shares. . . . . . . . . . . . . . . . . .
Exchange Privilege. . . . . . . . . . . . . . . . . . .
Dividends and Distributions . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund . . . . . . . . . . . . . . . . .
Distribution Plans. . . . . . . . . . . . . . . . . . .
Calculation of Share Price and Public Offering Price. .
Performance Information . . . . . . . . . . . . . . . .
Application . . . . . . . . . . . . . . . . . . . . . .

- ----------------------------------------------------------------
No person has been authorized to give any information or to make
any representations, other than those contained in this
Prospectus, in connection with the offering contained in this
Prospectus, and if given or made, such information or
representations must not be relied upon as being authorized by
the Trust. This Prospectus does not constitute an offer by the
Trust to sell shares in any State to any person to whom it is
unlawful for the Trust to make such offer in such State.

<TABLE>
<S> <C>
Account Application ACCOUNT NO. ____________________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
Adjustable Rate U.S. Home Office Address:____________________________
Government Securities Fund Branch Address:_________________________________
[ ] A Shares (27) Rep Name & No.:_________________________________
[ ] C Shares (10) Rep Signature:__________________________________

___________________________________________________________________________________________________________________

Initial Investment of $___________________ ($1,000 Minimum)

[ ] Check or draft enclosed payable to the Fund.